EXHIBIT 4.1

                                                                  EXECUTION COPY

                         MORGAN STANLEY CAPITAL I INC.,
                                  as Depositor,


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


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


                                    NCB, FSB,
                             as NCB Master Servicer,


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

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

                                       and

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

                         POOLING AND SERVICING AGREEMENT

                             Dated as of May 1, 2004


                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2004-IQ7




<PAGE>



                              TABLE OF CONTENTS



                                  ARTICLE I

                                 DEFINITIONS

Section 1.1   Definitions.................................................
Section 1.2   Calculations Respecting Mortgage Loans......................
Section 1.3   Calculations Respecting Accrued Interest....................
Section 1.4   Interpretation..............................................
Section 1.5   ARD Loans...................................................
Section 1.6   Certain Matters with Respect to the Serviced Loan Groups....
Section 1.7   Certain Matters Relating to the Non-Trust-Serviced Pari
               Passu Loans................................................


                                  ARTICLE II

                            DECLARATION OF TRUST;
                          ISSUANCES OF CERTIFICATES

Section 2.1   Conveyance of Mortgage Loans................................
Section 2.2   Acceptance by Trustee.......................................
Section 2.3   Repurchase of Mortgage Loans for Material Document
               Defects and Material Breaches of Representations and
               Warranties.................................................
Section 2.4   Representations and Warranties..............................
Section 2.5   Conveyance of Interests.....................................
Section 2.6   Certain Matters Relating to Non-Trust-Serviced Pari Passu
               Loans......................................................


                                 ARTICLE III

                               THE CERTIFICATES

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


                                  ARTICLE IV

                                   ADVANCES

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


                                  ARTICLE V

                         ADMINISTRATION OF THE TRUST

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


                                  ARTICLE VI

                                DISTRIBUTIONS

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


                                 ARTICLE VII

CERTAIN MATTERS CONCERNING THE TRUSTEE, the fiscal agent AND THE PAYING AGENT

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


                                 ARTICLE VIII

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1   Servicing Standard; Servicing Duties........................
Section 8.2   Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Master Servicers.........................
Section 8.3   Master Servicers' General Power and Duties..................
Section 8.4   Primary Servicing and Sub-Servicing.........................
Section 8.5   Servicers May Own Certificates..............................
Section 8.6   Maintenance of Hazard Insurance, Other Insurance, Taxes
               and Other..................................................
Section 8.7   Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Due-On-Encumbrance Clause......................
Section 8.8   Trustee to Cooperate; Release of Trustee Mortgage Files.....
Section 8.9   Documents, Records and Funds in Possession of the Master
               Servicers to Be Held for the Trustee for the Benefit of
               the Certificateholders.....................................
Section 8.10  Servicing Compensation......................................
Section 8.11  Master Servicer Reports; Account Statements.................
Section 8.12  Annual Statement as to Compliance...........................
Section 8.13  Annual Independent Public Accountants' Servicing Report.....
Section 8.14  Operating Statement Analysis Reports Regarding the
               Mortgaged Properties.......................................
Section 8.15  Other Available Information and Certain Rights of the
               Master Servicers...........................................
Section 8.16  Rule 144A Information.......................................
Section 8.17  Inspections.................................................
Section 8.18  Modifications, Waivers, Amendments, Extensions and
               Consents...................................................
Section 8.19  Specially Serviced Mortgage Loans...........................
Section 8.20  Representations, Warranties and Covenants of the Master
               Servicers..................................................
Section 8.21  Merger or Consolidation.....................................
Section 8.22  Resignation of a Master Servicer............................
Section 8.23  Assignment or Delegation of Duties by a Master Servicer.....
Section 8.24  Limitation on Liability of the Master Servicers and Others..
Section 8.25  Indemnification; Third-Party Claims.........................
Section 8.26  1934 Act Reporting..........................................
Section 8.27  Compliance with REMIC Provisions............................
Section 8.28  Termination.................................................
Section 8.29  Procedure Upon Termination..................................
Section 8.30  Certain Matters Regarding the Beverly Center A/B/C Loan.....
Section 8.31  Certain Matters Regarding the 111 Eighth Avenue Pari
               Passu Loan.................................................


                                  ARTICLE IX

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

Section 9.1   Duties of the Special Servicers.............................
Section 9.2   Fidelity Bond and Errors and Omissions Insurance Policy
               of the Special Servicers...................................
Section 9.3   Sub-Servicers...............................................
Section 9.4   Special Servicers' General Powers and Duties................
Section 9.5   "Due-On-Sale" Clauses; Assignment and Assumption
               Agreements; Modifications of Specially Serviced Mortgage
               Loans; Due-On-Encumbrance Clauses..........................
Section 9.6   Release of Mortgage Files...................................
Section 9.7   Documents, Records and Funds in Possession of the Special
               Servicers to Be Held for the Trustee.......................
Section 9.8   Representations, Warranties and Covenants of the Special
               Servicers..................................................
Section 9.9   Standard Hazard, Flood and Comprehensive General
               Liability Insurance Policies...............................
Section 9.10  Presentment of Claims and Collection of Proceeds............
Section 9.11  Compensation to the Special Servicer........................
Section 9.12  Realization Upon Defaulted Mortgage Loans...................
Section 9.13  Foreclosure.................................................
Section 9.14  Operation of REO Property...................................
Section 9.15  Sale of REO Property........................................
Section 9.15A Beverly Center Subordinate Notes Purchase Option............
Section 9.15B 111 Eighth Avenue B Notes Purchase Option...................
Section 9.15C Rockvale Square B Note Purchase Option......................
Section 9.15D Coligny Plaza B Note Purchase Option........................
Section 9.16  Realization on Collateral Security..........................
Section 9.17  Reserved....................................................
Section 9.18  Annual Officer's Certificate as to Compliance...............
Section 9.19  Annual Independent Accountants' Servicing Report............
Section 9.20  Merger or Consolidation.....................................
Section 9.21  Resignation of a Special Servicer...........................
Section 9.22  Assignment or Delegation of Duties by the Special
               Servicers..................................................
Section 9.23  Limitation on Liability of the Special Servicers and
               Others.....................................................
Section 9.24  Indemnification; Third-Party Claims.........................
Section 9.25  Reserved....................................................
Section 9.26  Special Servicers May Own Certificates......................
Section 9.27  Tax Reporting...............................................
Section 9.28  Application of Funds Received...............................
Section 9.29  Compliance with REMIC Provisions............................
Section 9.30  Termination.................................................
Section 9.31  Procedure Upon Termination..................................
Section 9.32  Certain Special Servicer Reports............................
Section 9.33  Special Servicer to Cooperate with the Master Servicer
               and Paying Agent...........................................
Section 9.34  Reserved....................................................
Section 9.35  Reserved....................................................
Section 9.36  Sale of Defaulted Mortgage Loans............................
Section 9.37  Operating Adviser; Elections................................
Section 9.38  Limitation on Liability of Operating Adviser................
Section 9.39  Rights of Operating Adviser.................................
Section 9.40  Rights of the Holder of the Rockvale Square B Note..........
Section 9.41  Rights of the Holder of the Coligny Plaza B Note............


                                  ARTICLE X

                    PURCHASE AND TERMINATION OF THE TRUST

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


                                  ARTICLE XI

                         RIGHTS OF CERTIFICATEHOLDERS

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


                                 ARTICLE XII

                    REMIC AND GRANTOR TRUST ADMINISTRATION

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


                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

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

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

EXHIBIT A-1       Form of Class A-1 Certificate
EXHIBIT A-2       Form of Class A-2 Certificate
EXHIBIT A-3       Form of Class A-3 Certificate
EXHIBIT A-4       Form of Class A-4 Certificate
EXHIBIT A-5       Form of Class B Certificate
EXHIBIT A-6       Form of Class C Certificate
EXHIBIT A-7       Form of Class D Certificate
EXHIBIT A-8       Form of Class E Certificate
EXHIBIT A-9       Form of Class F Certificate
EXHIBIT A-10      Form of Class G Certificate
EXHIBIT A-11      Form of Class H Certificate
EXHIBIT A-12      Form of Class J Certificate
EXHIBIT A-13      Form of Class K Certificate
EXHIBIT A-14      Form of Class L Certificate
EXHIBIT A-15      Form of Class M Certificate
EXHIBIT A-16      Form of Class N Certificate
EXHIBIT A-17      Form of Class O Certificate
EXHIBIT A-18      Form of Class EI Certificate
EXHIBIT A-19      Form of Class R-I Certificate
EXHIBIT A-20      Form of Class R-II Certificate
EXHIBIT A-21      Form of Class R-III Certificate
EXHIBIT A-22      Form of Class X-1 Certificate
EXHIBIT A-23      Form of Class X-Y Certificate
EXHIBIT B-1       Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2       Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C         Form of Request for Release
EXHIBIT D-1       Form of Transferor Certificate for Transfers to Definitive
                  Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A      Form I of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B      Form II of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A      Form I of Transferee Certificate for Transfers of Interests
                  in Book-Entry Privately Offered Certificates (Section
                  3.3(c))
EXHIBIT D-3B      Form II of Transferee Certificate for Transfers of
                  Interests in Book-Entry Privately Offered Certificates
                  (Section 3.3(c))
EXHIBIT E-1       Form of Transfer Affidavit and Agreement for Transfers of
                  REMIC Residual Certificates (Section 3.3(e))
EXHIBIT E-2       Form of Transferor Certificate for Transfers of REMIC
                  Residual Certificates (Section 3.3(e))
EXHIBIT F         Form of Transferor Certificate for Transfers of Regulation
                  S Certificates
EXHIBIT G         Reserved
EXHIBIT H         Form of Exchange Certification
EXHIBIT I         Form of EUROCLEAR or Clearstream Certificate (Section
                  3.7(d))
EXHIBIT J         List of Loans to Which Excess Servicing Fees Are Paid
EXHIBIT K-1       Form of Mortgage Loan Purchase Agreement I (MSMC)
EXHIBIT K-2       Form of Mortgage Loan Purchase Agreement II (NCCB)
EXHIBIT K-3       Form of Mortgage Loan Purchase Agreement III (NCB, FSB)
EXHIBIT K-4       Form of Mortgage Loan Purchase Agreement IV (State Farm)
EXHIBIT K-5       Form of Mortgage Loan Purchase Agreement V (WaMu)
EXHIBIT K-6       Form of Mortgage Loan Purchase Agreement VI (Nationwide)
EXHIBIT K-7       Form of Mortgage Loan Purchase Agreement VII (Principal)
EXHIBIT K-8       Form of Mortgage Loan Purchase Agreement VIII (TIAA)
EXHIBIT L         Reserved
EXHIBIT M         Form of Monthly Certificateholders Report (Section 5.4(a))
EXHIBIT N         Reserved
EXHIBIT O         Reserved
EXHIBIT P         Reserved
EXHIBIT Q         Reserved
EXHIBIT R         Reserved
EXHIBIT S-1A      Form of Power of Attorney to General Master Servicer
                  (Section 8.3(c))
EXHIBIT S-1B      Form of Power of Attorney to NCB Master Servicer (Section
                  8.3(c))
EXHIBIT S-2A      Form of Power of Attorney to General Special Servicer
                  (Section 9.4(a))
EXHIBIT S-2B      Form of Power of Attorney to Co-op Special Servicer
                  (Section 9.4(a))
EXHIBIT T         Form of Subordination Agreement for NCB, FSB Subordinate
                  Debt
EXHIBIT U         Form of Assignment and Assumption Submission to Special
                  Servicer (Section 8.7(a))
EXHIBIT V         Form of Additional Lien, Monetary Encumbrance and Mezzanine
                  Financing Submission Package to a Special Servicer (Section
                  8.7(h))
EXHIBIT W         Reserved
EXHIBIT X         Reserved
EXHIBIT Y         Investor Certification (Section 5.4(a))
EXHIBIT Z         Form of Notice and Certification regarding Defeasance of
                  Mortgage Loan (Section 8.3(h))
EXHIBIT AA        Form of Performance Certification (Section 8.26(b))
EXHIBIT BB        Form of Trustee Pari Passu Notice (Section 2.6)

SCHEDULE I        MSMC Loan Schedule
SCHEDULE II       NCCB Loan Schedule
SCHEDULE III      NCB, FSB Loan Schedule
SCHEDULE IV       State Farm Loan Schedule
SCHEDULE V        WaMu Loan Schedule
SCHEDULE VI       Nationwide Loan Schedule
SCHEDULE VII      Principal Loan Schedule
SCHEDULE VIII     TIAA Loan Schedule
SCHEDULE IX       List of Escrow Accounts Not Currently Eligible Accounts
                  (Section 8.3(e))
SCHEDULE X        Certain Escrow Accounts for Which a Report Under Section
                  5.1(g) is Required
SCHEDULE XI       List of Mortgagors that are Third-Party Beneficiaries Under
                  Section 2.3(a)
SCHEDULE XII      Reserved
SCHEDULE XIII     Earn-Out Reserves
SCHEDULE XIV      List of Mortgage Loans for which a Scheduled Payment is Due
                  After the End of a Collection Period
SCHEDULE XV       List of Mortgage Loans that Permit Voluntary Principal
                  Prepayment Without Payment of a Full Month's Interest



<PAGE>

            THIS POOLING AND SERVICING AGREEMENT is dated as of May 1, 2004
(this "Agreement") among MORGAN STANLEY CAPITAL I INC., a Delaware corporation,
as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
master servicer (the "General Master Servicer"), MIDLAND LOAN SERVICES, INC., as
a special servicer (the "General Special Servicer"), NCB, FSB, as a master
servicer (the "NCB Master Servicer"), NATIONAL CONSUMER COOPERATIVE BANK, as a
special servicer (the "Co-op Special Servicer"), LASALLE BANK NATIONAL
ASSOCIATION, as trustee of the Trust (the "Trustee"), as paying agent (in such
capacity, the "Paying Agent") and as certificate registrar, and ABN AMRO BANK
N.V., as a fiscal agent pursuant to Article IV hereof (the "Fiscal Agent").

                            PRELIMINARY STATEMENT

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

            Excess Interest received on the Mortgage Loans shall be held in the
Class EI Grantor Trust for the benefit of the Class EI Certificates. All
covenants and agreements made by the Depositor and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust are
for the benefit of the Holders of the REMIC I Regular Interests, the REMIC II
Regular Interests, the Residual Certificates, the REMIC III Regular
Certificates, the Class EI Certificates and the Residual Certificates. The
parties hereto are entering into this Agreement, and the Trustee is accepting
the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates will be offered for sale pursuant to the prospectus (the
"Prospectus") dated May 11, 2004, as supplemented by the preliminary prospectus
supplement dated May 11, 2004 (together with the Prospectus, the "Preliminary
Prospectus Supplement"), and as further supplemented by the final prospectus
supplement dated May 19, 2004 (together with the Prospectus, the "Final
Prospectus Supplement") and the Class X-1, Class X-Y, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class EI
Certificates will be offered for sale pursuant to a Private Placement Memorandum
dated May 19, 2004.

                                   REMIC I

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

                                   REMIC II

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

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

<TABLE>
<CAPTION>
                                                                       Corresponding
                                     Corresponding                     Components of
                    Original Class     REMIC II       Original REMIC     Class X-1
 Corresponding       Certificate        Regular       II Certificate   Certificates
  Certificates         Balance       Interests (1)        Balance           (1)
--------------     ---------------  --------------    --------------  ---------------
<S>                 <C>                     <C>        <C>                     <C>
Class A-1            $86,000,000          A-1           $86,000,000          A-1
Class A-2            $70,000,000          A-2           $70,000,000          A-2
Class A-3            $53,000,000          A-3           $53,000,000          A-3
Class A-4           $550,458,000          A-4          $550,458,000          A-4

Class B              $29,127,000            B           $29,127,000            B
Class C              $22,654,000            C           $22,654,000            C
Class D               $6,752,000            D            $6,752,000            D
Class E               $9,430,000            E            $9,430,000            E
Class F               $5,394,000            F            $5,394,000            F
Class G               $4,315,000            G            $4,315,000            G
Class H               $5,394,000            H            $5,394,000            H
Class J               $4,315,000            J            $4,315,000            J
Class K               $2,157,000            K            $2,157,000            K
Class L               $2,158,000            L            $2,158,000            L
Class M               $2,157,000            M            $2,157,000            M
Class N               $2,158,000            N            $2,158,000            N
Class O               $7,551,894            O            $7,551,894            O
</TABLE>

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

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

                                  REMIC III

            The following sets forth the Class designation, Pass-Through Rate,
initial Aggregate Certificate Balance (or initial Notional Amount) and Final
Scheduled Distribution Date for each Class of REMIC III Certificates comprising
the interests in REMIC III created hereunder; and the Class EI Certificates
comprising the beneficial ownership interest in the Class EI Grantor Trust.
<TABLE>
<CAPTION>
                                              Initial Aggregate
                                Initial         Certificate         Final Scheduled
 REMIC III Regular            Pass-Through       Balance or           Distribution
Interest Designation            Rate(a)       Notional Amount            Date(b)
----------------------------  ------------  -------------------  ---------------------
<S>                               <C>          <C>                    <C>
Class A-1                         4.03%         $86,000,000           6/15/2009
Class A-2                         5.02%         $70,000,000           2/15/2011
Class A-3                         5.35%         $53,000,000           5/15/2013
Class A-4                         5.57%        $550,458,000           5/15/2014
Class X-1                         0.21%        $863,020,894
Class X-Y                         0.29%         $73,082,891
Class B                           5.57%         $29,127,000           5/15/2014
Class C                           5.57%         $22,654,000           5/15/2014
Class D                           5.57%          $6,752,000           9/15/2014
Class E                           5.57%          $9,430,000           2/15/2017
Class F                           5.57%          $5,394,000           6/15/2018
Class G                           5.57%          $4,315,000           11/15/2018
Class H                           5.57%          $5,394,000           11/15/2018
Class J                           5.57%          $4,315,000           11/15/2018
Class K                           5.57%          $2,157,000           3/15/2019
Class L                           5.57%          $2,158,000           3/15/2019
Class M                           5.57%          $2,157,000           10/15/2019
Class N                           5.57%          $2,158,000           11/15/2020
Class O                           5.57%          $7,551,894           4/15/2024
Class R-III(c)                   N/A                N/A                  N/A
</TABLE>

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

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

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

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

            Each Class EI Certificate will be entitled to Excess Interest (which
will not be a part of any REMIC Pool). The parties intend that (i) the portion
of the Trust representing the Excess Interest and the Excess Interest
Sub-account shall be treated as a grantor trust under subpart E of Part 1 of
subchapter J of Chapter 1 of Subtitle A of the Code and (ii) the Class EI
Certificates shall represent undivided beneficial interests in the portion of
the Trust consisting of the entitlement to receive Excess Interest (the "Class
EI Grantor Trust").

            As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $863,020,894.

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

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

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

            DEFINITIONS Section 1.1 Definitions

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

            "A Note" means the Beverly Center Pari Passu Loan, the Beverly
Center Companion Loans, the 111 Eighth Avenue Pari Passu Loan, the 111 Eighth
Avenue Companion Loans, the Alamo Quarry Market & Quarry Crossing Pari Passu
Loan, the Alamo Quarry Market & Quarry Crossing Companion Loans, the Rockvale
Square Mortgage Loan and the Coligny Plaza Mortgage Loan, as applicable.

            "A/B Mortgage Loan" means (a) the Rockvale Square Mortgage Loan and
the Rockvale Square B Note and (b) the Coligny Plaza Mortgage Loan and the
Coligny Plaza B Note.

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

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

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

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

            "Additional Trust Expense" means any of the following items: (i)
Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent not
collected from the related Mortgagor), (ii) Advance Interest that cannot be paid
from Late Fees and default interest in accordance with Section 4.6(c); (iii)
amounts paid to indemnify the Master Servicers, the Special Servicers, any
Primary Servicer, any Other Master Servicer, any Other Special Servicer, the
Certificate Registrar, the Trustee, the Paying Agent, the Fiscal Agent (or any
other Person) pursuant to the terms of this Agreement; (iv) to the extent not
otherwise paid, any federal, state, or local taxes imposed on the Trust or its
assets and paid from amounts on deposit in the Certificate Accounts or
Distribution Account, (v) the amount of any Advance plus interest due thereon
and Unliquidated Advances that are not recovered from the proceeds of a Mortgage
Loan or Loan Group upon a Final Recovery Determination, (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 applicable Master
Servicer (or the applicable 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 and (vii) with respect to each
Non-Trust-Serviced Pari Passu Loan, the pro rata portion of any fees, costs and
expenses that relate directly to the servicing of the related Non-Trust-Serviced
Loan Group and as to which the related Other Master Servicer or related Other
Special Servicer are entitled to reimbursement pursuant to the related Other
Pooling and Servicing Agreement, that is allocable to such Non-Trust-Serviced
Pari Passu Loan pursuant to the related Intercreditor Agreement, to the extent
that such amounts are not payable out of proceeds on such Non-Trust-Serviced
Pari Passu Loan; provided, however, that in the case of each Whole Loan,
"Additional Trust Expense" shall not include any of the foregoing amounts that
have been recovered from the related Mortgagor or Mortgaged Property or from
funds otherwise allocable to the related Subordinate Note, if any, pursuant to
the related Intercreditor Agreement. Notwithstanding anything in this Agreement
to the contrary, but subject to each Intercreditor Agreement, "Additional Trust
Expenses" shall not include allocable overhead of a Master Servicer, a Special
Servicer, any Other Master Servicer, any Other Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or the Fiscal Agent such as costs
for office space, office equipment, supplies and related expenses, employee
salaries and related expenses, and similar internal costs and expenses, except
to the extent specifically allowed in this Agreement.

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

            "Administrative Cost Rate" means the sum of the Master Servicing Fee
Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee Rate and the
Trustee Fee Rate; provided, that, in the case of the Alamo Quarry Market &
Quarry Crossing Pari Passu Loan, the Administrative Cost Rate shall be equal to
the sum of the applicable Pari Passu Loan Servicing Fee Rate and the Trustee Fee
Rate and, in the case of each other Non-Trust-Serviced Pari Passu Loan, the
Administrative Cost Rate shall be equal to the sum of the Master Servicing Fee
Rate, the applicable Pari Passu Loan Servicing Fee Rate and the Trustee Fee
Rate.

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

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

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

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

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

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

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

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

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

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

            "Alamo Quarry Market & Quarry Crossing Companion Loans" means one or
more mortgage loans which are secured on a pari passu basis with the Alamo
Quarry Market & Quarry Crossing Pari Passu Loan pursuant to the related
Mortgage. The Alamo Quarry Market & Quarry Crossing Companion Loans are not
"Mortgage Loans."

            "Alamo Quarry Market & Quarry Crossing Intercreditor Agreement"
means, with respect to the Alamo Quarry Market & Quarry Crossing Pari Passu Loan
and the Alamo Quarry Market & Quarry Crossing Companion Loans, the related
intercreditor agreement, dated as of February 20, 2004, by and among the initial
holder of the Alamo Quarry Market & Quarry Crossing Pari Passu Loan and the
initial holder of the Alamo Quarry Market & Quarry Crossing Companion Loans,
relating to the relative rights of such holders, as the same may be amended from
time to time in accordance with the terms thereof.

            "Alamo Quarry Market & Quarry Crossing Pari Passu Loan" means the
Mortgage Loan designated as Mortgage Loan No. 4 on the Mortgage Loan Schedule,
which consists of "Note A-2" and "Note A-4" and is secured on a pari passu basis
with the Alamo Quarry Market & Quarry Crossing Companion Loans pursuant to the
related Mortgage. The Alamo Quarry Market & Quarry Crossing Pari Passu Loan is a
"Mortgage Loan."

            "Alamo Quarry Market & Quarry Crossing Pari Passu Loan
Nonrecoverable Advance" means the pro rata portion of any "Nonrecoverable
Advance" (as defined in the 2004-HQ3 Pooling and Servicing Agreement) allocable
to the Alamo Quarry Market & Quarry Crossing Pari Passu Loan pursuant to and in
accordance with the 2004-HQ3 Pooling and Servicing Agreement.

            "Alamo Quarry Market & Quarry Crossing Pari Passu Loan Servicing Fee
Rate" means the "Master Servicing Fee Rate" applicable to the Alamo Quarry
Market & Quarry Crossing Pari Passu Loan as defined in the 2004-HQ3 Pooling and
Servicing Agreement.

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

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

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

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

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

            "ARD Loan" means the Mortgage Loans designated on the Mortgage Loan
Schedule as Mortgage Loan Nos. 4, 46 and 89.

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

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

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

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

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

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

            "Available Distribution Amount" means, with respect to any
Distribution Date and the Mortgage Loans, an amount equal to the aggregate of
the following amounts (a) all amounts on deposit in the Distribution Account as
of the commencement of business on such Distribution Date that represent
payments and other collections on or in respect of the Mortgage Loans and any
REO Properties that were (x) received by a Master Servicer or a Special Servicer
through the end of the related Collection Period (other than any portion thereof
that constituted a portion of the Available Distribution Amount for a prior
Distribution Date as described in clause (a)(y) below) or (y) remitted by the
applicable Master Servicer on the related Master Servicer Remittance Date
pursuant to Section 5.1(h), exclusive of (i) any such amounts that were
deposited in the Distribution Account in error, (ii) amounts that are payable or
reimbursable to any Person other than the Certificateholders (including amounts
payable to the Master Servicers in respect of unpaid Master Servicing Fees, the
Primary Servicers in respect of unpaid Primary Servicing Fees, the Special
Servicers in respect of unpaid Special Servicer Compensation, the Trustee in
respect of unpaid Trustee Fees, 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 or Yield
Maintenance Charges, (iv) if such Distribution Date occurs during January, other
than in a leap year, or February of any year, the Interest Reserve Amounts with
respect to Interest Reserve Loans deposited in the Interest Reserve Accounts,
(v) in the case of each REO Property related to an A/B Mortgage Loan, all
amounts received with respect to such A/B Mortgage Loan that are required to be
paid to the holder of the related B Note pursuant to the terms of such B Note
and the related Intercreditor Agreement (which amounts will be deposited into
the related Serviced Companion Loan Custodial Account pursuant to Section 5.1(c)
and withdrawn from such account pursuant to Section 5.2(a)) and (vi) Scheduled
Payments collected but due on a Due Date subsequent to the related Collection
Period (other than any portion thereof described in clause (a)(y) above) and (b)
if and to the extent not already among the amounts described in clause (a), (i)
the aggregate amount of any P&I Advances made by a Master Servicer, the Trustee
or the Fiscal Agent for such Distribution Date pursuant to Section 4.1 and/or
Section 4.3, (ii) any advances of principal and interest made by the 2004-GG1
Master Servicer in respect of the 111 Eighth Avenue Pari Passu Loan, (iii) the
aggregate amount of any Compensating Interest payments made by the Master
Servicers for such Distribution Date pursuant to the terms hereof, and (iv) if a
Distribution Date occurs in March of any year, commencing March 2005 or if a
Maturity Date or Principal Prepayment falls on a January or February of any
year, the aggregate of the Interest Reserve Amounts then held on deposit in the
Interest Reserve Accounts in respect of the related Interest Reserve Loan or
Interest Reserve Loans.

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

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

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

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

            "Beverly Center A/B/C Intercreditor Agreement" means, with respect
to the Beverly Center A/B/C Loan, the Agreement Among Noteholders dated as of
February 18, 2004, by and among Column Financial, Inc., as Initial Note A
Holder, Landesbank Hessen-Thuringen Girozentrale, as Initial Note B Holder, and
Hartford Life Insurance Company, as Initial Note C Holder, as the same may be
amended from time to time in accordance with the terms thereof.

            "Beverly Center A/B/C Loan" means the aggregate indebtedness under
the Beverly Center Pari Passu Loan, the Beverly Center Companion Loans and the
Beverly Center Subordinate Notes. None of the Beverly Center Companion Loans or
the Beverly Center Subordinate Notes are a "Mortgage Loan."

            "Beverly Center B Note" means the mortgage loan, which is not
included in the Trust and which is subordinated in right of payment to the
Beverly Center Pari Passu Loan and the Beverly Center Companion Loans to the
extent set forth in the Beverly Center Intercreditor Agreement. The Beverly
Center B Note is not a "Mortgage Loan."

            "Beverly Center C Note" means the mortgage loan, which is not
included in the Trust and which is subordinated in right of payment to the
Beverly Center Pari Passu Loan, the Beverly Center Times Square Companion Loans
and the Beverly Center B Note to the extent set forth in the Beverly Center
Intercreditor Agreement. The Beverly Center C Note is not a "Mortgage Loan."

            "Beverly Center Change of Servicing Control Event" means any event
that, in accordance with the Beverly Center A/B/C Intercreditor Agreement, would
result in the Beverly Center A/B/C Loan being serviced under this Agreement
rather than under the CSFB 2004-C1 Pooling and Servicing Agreement.

            "Beverly Center Companion Loan Holder" means a holder of a Beverly
Center Companion Loan or any successor REO Mortgage Loan with respect thereto,
excluding, for purposes of Section 8.30(d)(i) and Section 8.30(d)(ii), the CSFB
2004-C1 Directing Certificateholder as designee of the CSFB 2004-C1 Trust as
holder of the Beverly Center Loan A-1.

            "Beverly Center Companion Loans" means one or more mortgage loans
which are secured on a pari passu basis with the Beverly Center Pari Passu Loan
pursuant to the related Mortgage. The Beverly Center Companion Loans are not
"Mortgage Loans."

            "Beverly Center Consultation Action" means any of the actions
referred to in clauses (1)(i) through (1)(vi) of Section 20(b) of the Beverly
Center A/B/C Intercreditor Agreement with respect to the Beverly Center A/B/C
Loan or any Beverly Center REO Property.

            "Beverly Center Controlling Holder" means, as of any date of
determination, the then "Controlling Holder" under the Beverly Center A/B/C
Intercreditor Agreement; provided that whenever the "Note A Holder" under the
Beverly Center A/B/C Intercreditor Agreement is the "Controlling Holder"
thereunder, the Beverly Center Controlling Holder shall consist of a Beverly
Center Senior Control Group.

            "Beverly Center Controlling Junior Loan Holder" means the
"Controlling Junior Noteholder" under the Beverly Center A/B/C Intercreditor
Agreement.

            "Beverly Center Cure Event" means a "Cure Event" under the Beverly
Center A/B/C Intercreditor Agreement.

            "Beverly Center Cure Option Notice" has the meaning assigned thereto
in Section 8.30(i).

            "Beverly Center Cure Payment" means a "Cure Payment" under the
Beverly Center A/B/C Intercreditor Agreement.

            "Beverly Center Intercreditor Agreement" means either the Beverly
Center A/B/C Intercreditor Agreement or the Beverly Center Senior Notes
Intercreditor Agreement, as applicable.

            "Beverly Center Intercreditor Agreement" means, with respect to the
Beverly Center Pari Passu Loan, the Beverly Center Companion Loans and the
Beverly Center Subordinate Notes, collectively, (i) that certain agreement among
noteholders, dated as of February 18, 2004, by and among the initial holder of
the Beverly Center Pari Passu Loan and the Beverly Center Companion Loans, the
initial holder of the Beverly Center B Note and the initial holder of the
Beverly Center C Note and (ii) that certain intercreditor agreement, dated as of
February 26, 2004, by and among the holder of the Beverly Center Pari Passu Loan
and the holder of the Beverly Center Companion Loans, in each case, relating to
the relative rights of such holders, as the same may be amended from time to
time in accordance with the terms thereof.

            "Beverly Center Loan A-1" means that center Beverly Center Companion
Loan designated as "Loan A-1" in the Beverly Center Senior Notes Intercreditor
Agreement and which has been deposited into the CSFB 2004-C1 Trust.

            "Beverly Center Loan A-1 Purchase Date" has the meaning assigned
thereto in Section 8.30(d)(i).

            "Beverly Center Loan A-1 Purchase Notice" has the meaning assigned
thereto in Section 8.30(d)(i).

            "Beverly Center Loan A-1 Purchase Period" has the meaning assigned
thereto in Section 8.30(d)(i).

            "Beverly Center Master Servicer" means the master servicer of the
Beverly Center A/B/C Loan under any Beverly Center Servicing Agreement.

            "Beverly Center Pari Passu Loan" means the Mortgage Loan designated
as Mortgage Loan No. 1 on the Mortgage Loan Schedule, which consists of "Loan
A-4" and "Loan A-6" and is secured on a pari passu basis with the Beverly Center
Companion Loans and on a senior basis with the Beverly Center Subordinate Notes
pursuant to the related Mortgage. The Beverly Center Pari Passu Loan is a
"Mortgage Loan."

            "Beverly Center Pari Passu Loan Nonrecoverable Advance" means the
pro rata portion of any "Nonrecoverable Advance" (as defined in the CSFB 2004-C1
Pooling and Servicing Agreement) allocable to the Beverly Center Pari Passu Loan
pursuant to and in accordance with the CSFB 2004-C1 Pooling and Servicing
Agreement.

            "Beverly Center Pari Passu Loan Servicing Fee Rate" means the master
servicing fee rate or primary servicing fee rate payable with respect to the
Beverly Center Pari Passu Loan pursuant to the CSFB 2004-C1 Pooling and
Servicing Agreement.

            "Beverly Center Purchasing Party" has the meaning assigned thereto
in Section 8.30(d)(v).

            "Beverly Center REO Loan" means any REO Mortgage Loan related to the
Beverly Center Pari Passu Loan.

            "Beverly Center REO Property" means the Mortgaged Property relating
to the Beverly Center Pari Passu Loan, if it is acquired on behalf of the
respective holders of the Beverly Center A/B/C Loan at a time that the Trust is
one of those holders.

            "Beverly Center Repurchase Option Notice" has the meaning assigned
thereto in Section 8.30(e).

            "Beverly Center Selling Noteholder" has the meaning assigned thereto
in Section 8.30(d)(v).

            "Beverly Center Senior Control Group" means, as of any date of
determination, a group consisting of the holders of more than 50% of the
aggregate unpaid principal balance of the Beverly Center Senior Loans (or any
successor REO Mortgage Loans with respect thereto) and/or, consistent with
Section 3.9 of the Beverly Center Senior Notes Intercreditor Agreement, their
respective representatives and/or holders.

            "Beverly Center Senior Loan Purchase Price" has the meaning assigned
thereto in Section 8.30(d)(i).

            "Beverly Center Senior Loan Securitization Agreement" means, with
respect to any Beverly Center Senior Loan, any agreement under which any
securities evidencing interests in such Beverly Center Senior Loan are issued
(including without limitation the CSFB 2004-C1 Pooling and Servicing Agreement
and this Agreement), as from time to time amended, supplemented or modified.

            "Beverly Center Senior Loans" means the Beverly Center Pari Passu
Loan and the Beverly Center Companion Loans.

            "Beverly Center Senior Notes Intercreditor Agreement" means the
Beverly Center Intercreditor Agreement dated as of February 26, 2004, by and
among Column Financial, Inc. as Holder of the Notes numbered sequentially A-1
through A-7 on Schedule I thereto, as the same may be amended from time to time
in accordance with the terms thereof.

            "Beverly Center Servicing Agreement" means any servicing agreement
(other than this Agreement) pursuant to which the Beverly Center A/B/C Loan and
the Beverly Center REO Property is to be serviced and/or administered, which is,
as of the Closing Date and in accordance with the Beverly Center A/B/C
Intercreditor Agreement, the CSFB 2004-C1 Pooling and Servicing Agreement.

     "Beverly Center Special Servicer" means the special servicer
with respect to the Beverly Center A/B/C Loan under any Beverly Center Servicing
Agreement.

     "Beverly Center Specially Designated Servicing Actions" means
any of the actions referred to in clauses (2)(i) through (2)(xvii) of Section
20(b) of the Beverly Center A/B/C Intercreditor Agreement with respect to the
Beverly Center A/B/C Loan or any Beverly Center REO Property.

            "Beverly Center Subordinate Note Holder Repurchase Notice" has the
meaning assigned thereto in Section 8.30(e).

            "Beverly Center Subordinate Note Holders" means the holder of the
Beverly Center B Note and the holder of the Beverly Center C Note, together.

            "Beverly Center Subordinate Notes" means, collectively, the Beverly
Center B Note and the Beverly Center C Note. The Beverly Center Subordinate
Notes are not "Mortgage Loans."

            "Beverly Center Triggering Event of Default" means a "Triggering
Event of Default" under the Beverly Center A/B/C Intercreditor Agreement.

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

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

            "Business Day" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, Seattle, Washington and Dallas,
Texas (but, in each case, only with respect to matters related to the
performance of obligations by Washington Mutual Bank, FA, as Primary Servicer
under the related Primary Servicing Agreement), Columbus, Ohio (but only with
respect to matters related to the performance of obligations delegated to
Nationwide Life Insurance Company as Primary Servicer under the related Primary
Servicing Agreement) and Des Moines, Iowa (but only with respect to matters
related to the performance of obligations delegated to Principal Global
Investors, LLC as Primary Servicer under the related Primary Servicing
Agreement), or the principal cities in which the Special Servicers, the Trustee,
the Fiscal Agent, the Paying Agent or the Master Servicers conduct servicing or
trust operations, or (iii) a day on which banking institutions or savings
associations in Pittsburg, Pennsylvania, Chicago, Illinois, Columbia, Maryland,
Minneapolis, Minnesota, New York, New York, San Francisco, California,
Hillsboro, Ohio or Washington, D.C. are authorized or obligated by law or
executive order to be closed. Upon the request of any party to this Agreement or
the Operating Adviser, the Trustee, the Fiscal Agent, the Paying Agent, each
Master Servicer, each Special Servicer and each Primary Servicer shall provide
such party a list of the legal holidays observed by such entity.

            "C Note" means the Beverly Center C Note.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class A-1 Certificates," "Class A-2 Certificates," "Class A-3
Certificates," "Class A-4 Certificates," "Class X-1 Certificates," "Class X-Y
Certificates," "Class B Certificates," "Class C Certificates," "Class D
Certificates," "Class E Certificates," "Class F Certificates," "Class G
Certificates," "Class H Certificates," "Class J Certificates," "Class K
Certificates," "Class L Certificates," "Class M Certificates," "Class N
Certificates," "Class O Certificates," "Class EI Certificates," "Class R-I
Certificates," "Class R-II Certificates," or "Class R-III Certificates" mean the
Certificates designated as "Class A-1," "Class A-2," "Class A-3," "Class A-4,"
"Class X-1," "Class X-Y," "Class B," "Class C," "Class D," "Class E," "Class F,"
"Class G," "Class H," "Class J," "Class K," "Class L," "Class M," "Class N,"
"Class O," "Class EI," "Class R-I," "Class R-II" and "Class R-III,"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits A-1 through A-23.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class X-1 Strip Rate" means, with respect to any Class of
Components for any Distribution Date, a rate per annum equal to (i) the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding Certificates.

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

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

            "Class X-Y Strip Rate" means, in the case of each Specially
Designated Co-op Mortgage Loan (or any successor REO Mortgage Loan), an annual
rate equal to the excess of (i) the Adjusted Mortgage Rate in effect for such
Mortgage Loan as of the Closing Date, over (ii) 5.48% per annum (provided that,
in no event shall any Class X-Y Strip Rate be less than zero).

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

            "Clearstream" means Clearstream Banking Luxembourg, societe anonyme.

            "Closing Date" means on or about May 27, 2004.

            "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

            "Coligny Plaza B Note" means the mortgage loan, which is not
included in the Trust and subordinated in right of payment to the Coligny Plaza
Mortgage Loan to the extent set forth in the Coligny Plaza Intercreditor
Agreement. The Coligny Plaza B Note is not a "Mortgage Loan."

            "Coligny Plaza Intercreditor Agreement" means, with respect to the
Coligny Plaza Mortgage Loan and the Coligny Plaza B Note, the related
intercreditor agreement, dated as of April 14, 2004, by and among the holder of
the Coligny Plaza Mortgage Loan and the holder of the Coligny Plaza B Note
relating to the relative rights of such holders, as the same may be further
amended from time to time in accordance with the terms thereof.

            "Coligny Plaza Mortgage Loan" means the mortgage loan designated as
Mortgage Loan No. 22 on the Mortgage Loan Schedule.

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

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

            "Commission" means the Securities and Exchange Commission.

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

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

            "Component" means each of the Class A-1 Component, Class A-2
Component, Class A-3 Component, Class A-4 Component, Class B Component, Class C
Component, Class D Component, Class E Component, Class F Component, Class G
Component, Class H Component, Class J Component, Class K Component, Class L
Component, Class M Component, Class N Component and Class O Component.

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

            "Condemnation Proceeds" means any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers (other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Mortgagor in
accordance with the terms of the Mortgage Loan and, if applicable, the terms of
the Serviced Companion Loan) and, if applicable, (i) with respect to the
Mortgaged Property securing a Non-Trust-Serviced Pari Passu Loan, any portion of
such amounts payable to the holder of such Non-Trust-Serviced Pari Passu Loan
and (ii) with respect to the Mortgaged Property securing any Serviced Loan
Group, any portion of such amounts payable to the holders of the Serviced Loan
Group.

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

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

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

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

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

            "Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee, Certificate Registrar and Paying Agent is presently located at
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securitization Trust Services Group--Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2004-IQ7, or at such other address as
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicers, the Paying Agent and the Special Servicers.

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

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

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

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

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

            "CSFB 2004-C1 Depositor" means the "Depositor" under the CSFB
2004-C1 Pooling and Servicing Agreement, which as of the date hereof is Credit
Suisse First Boston Mortgage Securities Corp.

            "CSFB 2004-C1 Master Servicer" means the "Master Servicer No. 1"
under the CSFB 2004-C1 Pooling and Servicing Agreement, which as of the date
hereof is, with respect to the Beverly Center A/B/C Loan, Midland Loan Services,
Inc.

            "CSFB 2004-C1 Pooling and Servicing Agreement" means the pooling and
servicing agreement dated as of March 11, 2004 among the CSFB 2004-C1 Depositor,
the CSFB 2004-C1 Master Servicer, NCB, FSB, as a master servicer, KeyCorp Real
Estate Capital Markets, Inc., as a master servicer, the CSFB 2004-C1 Special
Servicer, National Consumer Bank Cooperative Bank, as a special servicer, the
CSFB 2004-C1 Trustee and the CSFB 2004-C1 Fiscal Agent, pursuant to which the
Series CSFB 2004-C1 Commercial Mortgage Pass-Through Certificates were issued.

            "CSFB 2004-C1 Servicing Standard" means the "Servicing Standard"
under the CSFB 2004-C1 Pooling and Servicing Agreement.

            "CSFB 2004-C1 Special Servicer" means the "Special Servicer No. 1"
under the 2004-C1 Pooling and Servicing Agreement, which as of the date hereof
is, with respect to the Beverly Center A/B/C Loan, Lennar Partners, Inc.

            "CSFB 2004-C1 Specially Serviced Loan" means a "Specially Serviced
Loan" under the CSFB 2004-C1 Pooling and Servicing Agreement.

            "CSFB 2004-C1 Trust" means the securitization trust created pursuant
to the terms of the CSFB 2004-C1 Pooling and Servicing Agreement.

            "CSFB 2004-C1 Trustee" means the "Trustee," the "Certificate
Registrar" and the "Authenticating Agent" under the CSFB 2004-C1 Pooling and
Servicing Agreement, which as of the date hereof is Wells Fargo Bank, National
Association.

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

            "Debt Service Coverage Ratio" means either, (a) with respect to any
Mortgage Loan (other than a Co-op Mortgage Loan) or Serviced Loan Group, as of
any date of determination, the ratio of (1) the annual, year-end net cash flow
of the related Mortgaged Property or Mortgaged Properties, determined as
provided in the NOI Adjustment Worksheet based on the most recent annual,
year-end operating statements provided by the Mortgagor (or if no annual,
year-end operating statements have been provided, based on such information
provided by the Mortgagor, including without limitation rent rolls and other
unaudited financial information, as the applicable Master Servicer shall
determine in accordance with the Servicing Standard) to (2) the annualized
amount of debt service payable on that Mortgage Loan, or, in the case of a
Serviced Loan Group, on the related A Note only or, in the case of a B Note, on
the entire related Serviced Loan Group or, in the case of Mortgage Loan Nos. 1,
2. 5, 14, 20, 24, 25, 26, 37 and 38, where periodic payments are interest-only
for a certain amount of time after origination after which date the Mortgage
Loan amortizes principal for the remaining term of the Mortgage Loan, the
annualized amount of debt service that will be payable under the Mortgage Loan
after the beginning of the amortization term of the Mortgage Loan, or (b) with
respect to any Co-op Mortgage Loan, as of any date of determination, the ratio
of (1) the Projected Net Cash Flow for the related Mortgaged Property on an
annualized basis to (2) the annualized amount of debt service payable on that
Co-op Mortgage Loan.

            "Debt Service Reduction Amount" means, with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan or a Serviced Companion 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 or a Serviced Loan
Group that is in default under the terms of the applicable Mortgage Loan
documentation and for which any applicable grace period has expired and, in the
case of the A/B Mortgage Loan, remains unremedied by the exercise of cure rights
for the applicable grace period under the related Intercreditor Agreement.

            "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 or Serviced Companion Loan
which requires or permits the related Mortgagor (or permits the holder of such
Mortgage Loan or Serviced Companion 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
(other than an A Note, which is part of a Serviced Loan Group) and any Serviced
Loan Group, a valuation by a court of competent jurisdiction of the Mortgaged
Property (or, with respect to the Mortgaged Property securing any
Non-Trust-Serviced Loan Group, the pro rata portion of the valuation allocable
to the related Non-Trust-Serviced Pari Passu Loan pursuant to the terms of the
applicable Other Pooling and Servicing Agreement) relating to such Mortgage Loan
or Serviced Loan Group in an amount less than the then outstanding indebtedness
under such Mortgage Loan or Serviced Loan Group, 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 or Serviced Loan Group.

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

            "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.

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

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

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

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

            "Determination Date" means (a) with respect to any Distribution Date
and any of the Mortgage Loans other than the NCB Mortgage Loans, the earlier of
(i) the 10th day of the month in which such Distribution Date occurs or, if such
day is not a Business Day, the immediately preceding Business Day, and (ii) the
5th Business Day prior to the related Distribution Date, commencing June 8, 2004
or (b) with respect to any Distribution Date and any of the NCB Mortgage Loans,
the earlier of (i) the 11th day of the month in which such Distribution Date
occurs or, if such day is not a Business Day, the immediately preceding Business
Day and (ii) the 4th Business Day prior to the related Distribution Date,
commencing June 9, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Euroclear" means the Euroclear system.

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

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

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

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

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

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

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

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

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

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

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

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

            "Final Rated Distribution Date" means, with respect to each rated
Class of Certificates, the Distribution Date in June 2038.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Insurance Proceeds" means amounts paid by the insurer under any
Insurance Policy (other than amounts required to be paid over to the Mortgagor
(or used to restore the related Mortgaged Property) pursuant to law, the related
Mortgage Loan or the Servicing Standard), including (i) with respect to the
Mortgaged Property securing a Non-Trust-Serviced Loan Group, any portion of such
amounts payable to the holder of the related Non-Trust-Serviced Pari Passu Loan
and (ii) with respect to the Mortgaged Property securing a Serviced Loan Group,
any portion of such amounts payable to the holder of the related Mortgage Loan
or Serviced Companion Loan.

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

            "Intercreditor Agreement" means the Beverly Center Intercreditor
Agreement, the Rockvale Square Intercreditor Agreement, the Coligny Plaza
Intercreditor Agreement, the 111 Eighth Avenue Intercreditor Agreement and the
Alamo Quarry Market & Quarry Crossing Intercreditor Agreement, as applicable.

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

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

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

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

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

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

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

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

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

            "Liquidation Fee" means a fee equal to the product of (x) 1.00%
(with respect to a Specially Serviced Mortgage Loan with a principal balance of
less than $20,000,000) or 0.75% (with respect to a Specially Serviced Mortgage
Loan with a principal balance of $20,000,000 or more) and (y) the Liquidation
Proceeds received in connection with full or partial liquidation of a Specially
Serviced Mortgage Loan or related REO Property and any Condemnation Proceeds or
Insurance Proceeds received by the Trust (other than Liquidation Proceeds
received in connection with any Non-Trust-Serviced Pari Passu Loan, except as
set forth in Section 2.3(a) hereof); provided, however, that (i) in the case of
a final disposition consisting of the repurchase of a Mortgage Loan or REO
Property by a Seller pursuant to Section 2.3, such fee will only be paid by such
Seller and due to a Special Servicer if repurchased after the date that is 180
days or more after the applicable Seller receives notice of the breach or defect
causing the repurchase and (ii) in the case of a final disposition of any
Mortgage Loan consisting of a purchase by the holder of a Subordinate Note, such
fee will only be payable if the holder of the Subordinate Note exercises its
option to purchase such Mortgage Loan pursuant to the related Intercreditor
Agreement after the date that is 30 days after the first of any such options
shall first become exercisable by such holder.

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

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

            "Loan Group" means (i) the Beverly Center Pari Passu Loan, the
Beverly Center Companion Loans and the Beverly Center Subordinate Notes, (ii)
the 111 Eighth Avenue Pari Passu Loan, the 111 Eighth Avenue Companion Loans and
the 111 Eighth Avenue B Notes, (iii) the Alamo Quarry Market & Quarry Crossing
Pari Passu Loan and the Alamo Quarry Market & Quarry Crossing Companion Loans,
(iv) the Rockvale Square Mortgage Loan and the Rockvale Square B Note and (v)
the Coligny Plaza Mortgage Loan and the Coligny Plaza B Note.

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

            "Loan Periodic Update File" means the report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Periodic Update File" available as of the Closing Date on the CMSA
Website prepared by the Master Servicers and such other 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
Servicers, the Paying Agent and the Depositor may from time to time mutually
agree.

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

            "Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan or Serviced Loan Group, the fraction, expressed as a percentage,
the numerator of which is the Principal Balance of such Mortgage Loan or
Serviced Loan Group at the date of determination and the denominator of which is
the Appraised Value of the Mortgaged Property as shown on the most recent
Appraisal or valuation of the Mortgaged Property which is available as of such
date or, if the Loan-to-Value Ratio of an A Note is to be determined separately
from its Serviced Companion Loan, the allocable portion thereof.

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

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

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

            "MAI" means Member of the Appraisal Institute.

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

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

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

            "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan (other than the Alamo Quarry Market & Quarry Crossing Pari Passu
Loan, as to which there is no Master Servicing Fee payable to the Master
Servicers) or Serviced Loan Group, an amount equal to the Master Servicing Fee
Rate applicable to such month (determined in the same manner (other than the
rate of accrual) as the applicable Mortgage Rate is determined for such Mortgage
Loan or Serviced Loan Group for such month) multiplied by the Scheduled
Principal Balance (or the Principal Balance less outstanding principal advances
in the case of Serviced Companion Loans) of such Mortgage Loan or Serviced Loan
Group immediately before the Due Date occurring in such month, subject to
reduction in respect of Compensating Interest, as set forth in Section 8.10(c).

            "Master Servicing Fee Rate" means, with respect to each Mortgage
Loan (other than the Alamo Quarry Market & Quarry Crossing Pari Passu Loan) or
Serviced Loan Group, the rate per annum specified as such on the Mortgage Loan
Schedule. With respect to the Alamo Quarry Market & Quarry Crossing Pari Passu
Loan, no Master Servicing Fee Rate is charged by the Master Servicers, but the
applicable Pari Passu Loan Servicing Fee Rate is charged pursuant to the
applicable Other Pooling and Servicing Agreement. The Master Servicing Fee Rate
for the Rockvale Square B Note is 3 basis points.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Monthly Certificateholders Report" means a report provided pursuant
to Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums or Yield Maintenance Charges; (iii) the number of
outstanding Mortgage Loans and the aggregate Principal Balance and Scheduled
Principal Balance of the Mortgage Loans at the close of business on such
Determination Date; (iv) the number and aggregate Scheduled Principal Balance of
Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
delinquent 90 or more days, (D) as to which foreclosure proceedings have been
commenced, or (E) as to which bankruptcy proceedings have been commenced; (v)
with respect to any REO Property included in the Trust, the Principal Balance of
the related Mortgage Loan as of the date of acquisition of the REO Property and
the Scheduled Principal Balance thereof; (vi) as of the related Determination
Date (A) as to any REO Property sold during the related Collection Period, the
date of the related determination by the applicable Special Servicer that it has
recovered all payments which it expects to be finally recoverable and the amount
of the proceeds of such sale deposited into the Certificate Account, and (B) the
aggregate amount of other revenues collected by the applicable Special Servicer
with respect to each REO Property during the related Collection Period and
credited to the Certificate Account, in each case identifying such REO Property
by the loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Primary Servicing Fee, the Special Servicing Fee, the
Excess Servicing Fees and, with respect to each Non-Trust-Serviced Pari Passu
Loan and only to the extent that such information is provided to the Trustee by
another party, the fees paid to the Other Master Servicers and the Other Special
Servicers; (xi) the amount of Unpaid Interest, Realized Losses or Expense
Losses, if any, incurred with respect to the Mortgage Loans, including a
breakout by type of such Realized Losses or Expense Losses; (xii) the aggregate
amount of Servicing Advances and P&I Advances outstanding separately stated that
have been made by the applicable Master Servicer, the applicable Special
Servicer, the Trustee and the Fiscal Agent and the aggregate amount of Servicing
Advances made by the applicable Other Master Servicer in respect of the related
Non-Trust-Serviced Loan Group or, solely with respect to the 111 Eighth Avenue
Pari Passu Loan, the aggregate amount of P&I Advances made by the applicable
Other Master Servicer with respect thereto (to the extent such information has
been provided to the Trustee by a third party); and (xiii) the amount of any
Appraisal Reductions effected during the related Collection Period on a
loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date (and in the case of any Non-Trust-Serviced Pari Passu Loan,
the amount of any appraisal reductions effected under the applicable Other
Pooling and Servicing Agreement). In the case of information furnished pursuant
to subclauses (i), (ii) and (vii) above, the amounts shall be expressed in the
aggregate and as a dollar amount per $1,000 of original principal amount of the
Certificates for all Certificates of each applicable Class.

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

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

            "Mortgage File" means the mortgage documents listed below:

            (i) (A) the original Mortgage Note bearing all intervening
      endorsements, endorsed in blank or endorsed "Pay to the order of LaSalle
      Bank National Association, as Trustee for Morgan Stanley Capital I Inc.,
      Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7, without
      recourse, representation or warranty" or if the original Mortgage Note is
      not included therein, then a lost note affidavit and indemnity with a copy
      of the Mortgage Note attached thereto and (B) with respect to each
      Serviced Companion Loan, a copy of the original promissory note evidencing
      the indebtedness under such Serviced Companion Loan;

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

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

            (iv) an original Assignment of Mortgage for each Mortgage Loan, in
      form and substance acceptable for recording, signed by the holder of
      record in blank or in favor of "LaSalle Bank National Association, as
      Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2004-IQ7" (or, in the case of a Serviced
      Loan Group, in favor of "LaSalle Bank National Association, as Trustee for
      Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
      Certificates, Series 2004-IQ7 and as Trustee, on behalf of the Trust, as
      lead lender on behalf of the respective holders of [THE RELATED SERVICED
      COMPANION LOANS]") or, in the case of a Non-Trust-Serviced Pari Passu
      Loan, in favor of the Other Trustee pursuant to the applicable Other
      Pooling and Servicing Agreement);

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

            (vi) if the related Assignment of Leases is separate from the
      Mortgage, the original of such Assignment of Leases with evidence of
      recording thereon or certified by a title insurance company or escrow
      company to be a true copy thereof; provided that or, if such Assignment of
      Leases has not been returned on or prior to the 90th day following the
      Closing Date because of a delay caused by the applicable public recording
      office where such Assignment of Leases has been delivered for recordation
      or because such original Assignment of Leases has been lost, the Seller
      shall deliver or cause to be delivered to the Trustee a true and correct
      copy of such Assignment of Leases submitted for recording, together with,
      (A) in the case of a delay caused by the public recording office, an
      Officer's Certificate (as defined below) of the Seller stating that such
      Assignment of Leases has been sent to the appropriate public recording
      official for recordation or (B) in the case of an original Assignment of
      Leases that has been lost after recordation, a certification by the
      appropriate county recording office where such Assignment of Leases is
      recorded that such copy is a true and complete copy of the original
      recorded Assignment of Leases, in each case together with an original
      assignment of such Assignment of Leases, in recordable form, signed by the
      holder of record in favor of "LaSalle Bank National Association, as
      Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2004-IQ7," (or, in the case of a
      Serviced Loan Group, in favor of "LaSalle Bank National Association, as
      Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2004-IQ7 and as Trustee, on behalf of
      the Trust, as lead lender on behalf of the respective holders of [THE
      RELATED SERVICED COMPANION LOANS]") which assignment may be effected in
      the related Assignment of Mortgage or, in the case of a Non-Trust-Serviced
      Pari Passu Loan, in favor of the Other Trustee pursuant to the applicable
      Other Pooling and Servicing Agreement);

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

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

            (ix) (A) Copies of UCC financing statements (together with all
      assignments thereof) filed in connection with a Mortgage Loan and (B)
      UCC-2 or UCC-3 financing statements assigning such UCC financing
      statements to the Trustee (or, in the case of any Non-Trust-Serviced Pari
      Passu Loan, to the Other Trustee) executed and delivered in connection
      with the Mortgage Loan;

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

            (xi) copies of any loan agreements, lock-box agreements and
      intercreditor agreements (including, without limitation, each
      Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

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

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

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

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

            (xviii) with respect to each Loan Group, a copy of the related
      Intercreditor Agreement; and

            (xix) with respect to each Non-Trust-Serviced Pari Passu Loan, a
      copy of the applicable Other Pooling and Servicing Agreement.

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

            "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed, transferred, sold, assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any Defeasance Loan, any REO Mortgage Loan, unless the
context requires otherwise, and, with respect to (i) any Serviced Loan Group,
shall include only the related A Note and (ii) any Non-Trust-Serviced Loan
Group, shall include the related Non-Trust-Serviced Pari Passu Loan (but not for
purposes of making Servicing Advances pursuant to this Agreement or, solely with
respect to the 111 Eighth Avenue Pari Passu Loan, P&I Advances (other than upon
the failure of the related Other Master Servicer to make such P&I Advances as
set forth in this Agreement) and shall not include the related
Non-Trust-Serviced Companion Loan).

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

            "Mortgage Loan Purchase Agreement I" means that certain Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of May 1, 2004
with respect to the MSMC Loans, a form of which is attached hereto as Exhibit
K-1.

            "Mortgage Loan Purchase Agreement II" means that certain Mortgage
Loan Purchase Agreement between NCCB and the Depositor dated as of May 1, 2004
with respect to the NCCB 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 NCB, FSB and the Depositor dated as of May 1,
2004 with respect to the NCB, FSB 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 State Farm and the Depositor dated as of May 1,
2004 with respect to the State Farm Loans, a form of which is attached hereto as
Exhibit K-4.

            "Mortgage Loan Purchase Agreement V" means that certain Mortgage
Loan Purchase Agreement between WaMu and the Depositor dated as of May 1, 2004
with respect to the WaMu Loans, a form of which is attached hereto as Exhibit
K-5.

            "Mortgage Loan Purchase Agreement VI" means that certain Mortgage
Loan Purchase Agreement between Nationwide and the Depositor dated as of May 1,
2004 with respect to the Nationwide Loans, a form of which is attached hereto as
Exhibit K-6.

            "Mortgage Loan Purchase Agreement VII" means that certain Mortgage
Loan Purchase Agreement between Principal and the Depositor dated as of May 1,
2004 with respect to the Principal Loans, a form of which is attached hereto as
Exhibit K-7.

            "Mortgage Loan Purchase Agreement VIII" means that certain Mortgage
Loan Purchase Agreement between TIAA and the Depositor dated as of May 1, 2004
with respect to the TIAA Loans, a form of which is attached hereto as Exhibit
K-8.

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

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

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

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

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

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

            "Mortgagor" means the obligor on a Mortgage Note.

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

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

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

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

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

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

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

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

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

            "NCB Mortgage Loans" means, collectively, the NCB, FSB Loans and the
NCCB Loans.

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

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

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

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

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

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

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

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

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

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

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

            "Non-Trust-Serviced Companion Loan" means the Beverly Center
Companion Loans, the 111 Eighth Avenue Companion Loans and the Alamo Quarry
Market & Quarry Crossing Companion Loans.

            "Non-Trust-Serviced Loan Group" means (i) the Beverly Center Pari
Passu Loan, the Beverly Center Companion Loans and the Beverly Center
Subordinate Notes, (ii) the 111 Eighth Avenue Pari Passu Loan, the 111 Eighth
Avenue Companion Loans and the 111 Eighth Avenue B Notes and (iii) the Alamo
Quarry Market & Quarry Crossing Pari Passu Loan and the Alamo Quarry Market &
Quarry Crossing Companion Loans.

            "Non-Trust-Serviced Pari Passu Loan" means the Beverly Center Pari
Passu Loan, the 111 Eighth Avenue Pari Passu Loan and the Alamo Quarry Market &
Quarry Crossing Pari Passu Loan.

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

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

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

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

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

            "111 Eighth Avenue B Notes" means the mortgage loans, which are not
included in the Trust and which are subordinated in right of payment to the 111
Eighth Avenue Pari Passu Loan and the 111 Eighth Avenue Companion Loans to the
extent set forth in the 111 Eighth Avenue Intercreditor Agreement. The 111
Eighth Avenue B Notes are not "Mortgage Loans."

            "111 Eighth Avenue Companion Loans" means one or more mortgage loans
which are secured on a pari passu basis with the 111 Eighth Avenue Pari Passu
Loan pursuant to the related Mortgage. The 111 Eighth Avenue Companion Loans are
not "Mortgage Loans."

            "111 Eighth Avenue Intercreditor Agreement" means, with respect to
the 111 Eighth Avenue Pari Passu Loan, the 111 Eighth Avenue Companion Loans and
the 111 Eighth Avenue B Notes, the related agreement among noteholders, dated as
of May 13, 2004, by and among the initial holder of the 111 Eighth Avenue Pari
Passu Loan, the initial holders of the 111 Eighth Avenue Companion Loans and the
initial holders of the 111 Eighth Avenue B Notes relating to the relative rights
of such holders, as the same may be amended from time to time in accordance with
the terms thereof.

            "111 Eighth Avenue Pari Passu Loan" means the Mortgage Loan
designated as Mortgage Loan No. 2 on the Mortgage Loan Schedule, which consists
of "Note A-5" and is secured on a pari passu basis with the 111 Eighth Avenue
Companion Loans pursuant to the related Mortgage. The 111 Eighth Avenue Pari
Passu Loan is a "Mortgage Loan."

            "111 Eighth Avenue Pari Passu Loan Nonrecoverable Advance" means the
pro rata portion of any "Nonrecoverable Advance" (as defined in the 2004-GG1
Pooling and Servicing Agreement) allocable to the 111 Eighth Avenue Pari Passu
Loan pursuant to and in accordance with the 2004-GG1 Pooling and Servicing
Agreement.

            "111 Eighth Avenue Pari Passu Loan Servicing Fee Rate" means the
master servicing fee rate or primary servicing fee rate payable with respect to
the 111 Eighth Avenue Pari Passu Loan pursuant to the 2004-GG1 Pooling and
Servicing 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.

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

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

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

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

            "Other Master Servicer" means the CSFB 2004-C1 Master Servicer, the
2004-HQ3 Master Servicer, the 2004-GG1 Master Servicer or, solely with respect
to Section 1.7, Section 4.1A and Section 4.3, any Other Master Servicer under
the Other Pooling and Servicing Agreement relating to a Non-Trust-Serviced
Companion Loan, as applicable.

            "Other Pooling and Servicing Agreement" means the CSFB 2004-C1
Pooling and Servicing Agreement, the 2004-HQ3 Pooling and Servicing Agreement,
the 2004-GG1 Pooling and Servicing Agreement or, solely with respect to Section
1.7, Section 4.1A and Section 4.3, any pooling and servicing agreement relating
to a Non-Trust-Serviced Companion Loan that creates a commercial mortgage
securitization, as applicable.

            "Other Special Servicer" means the CSFB 2004-C1 Special Servicer,
the 2004-HQ3 Special Servicer or the 2004-GG1 Special Servicer, as applicable.

            "Other Trustee" means the CSFB 2004-C1 Trustee, the 2004-HQ3 Trustee
or the 2004-GG1 Trustee, as applicable.

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

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

            "P&I Advance" shall mean, (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan (other than a Serviced Companion Loan) as to
which all or a portion of the Scheduled Payment (net of the related Master
Servicing Fees, Excess Servicing Fees, Primary Servicing Fees and other
servicing fees payable from such Scheduled Payment), other than a Balloon
Payment or any default interest, due during the related Collection Period was
not received by the applicable Master Servicer as of the related Determination
Date (subject to Section 5.1(h)), the portion of such Scheduled Payment not
received; (ii) with respect to any Balloon Mortgage Loan (including any REO
Mortgage Loan which provided for a Balloon Payment) as to which a Balloon
Payment was due or deemed due during or prior to the related Collection Period
but was delinquent, in whole or in part, as of the related Determination Date,
an amount equal to the excess, if any, of the Assumed Scheduled Payment (net of
the related Master Servicing Fee, Excess Servicing Fees, Primary Servicing Fees
and other master or primary servicing fees payable from such Assumed Scheduled
Payment) for such Balloon Mortgage Loan for the related Collection Period, over
any Late Collections received in respect of such Balloon Payment during such
Collection Period; and (iii) with respect to each REO Property, an amount equal
to the excess, if any, of the Assumed Scheduled Payment for the REO Mortgage
Loan related to such REO Property during the related Collection Period, over
remittances of REO Income to the applicable Master Servicer by the applicable
Special Servicer, reduced by any amounts required to be paid as taxes on such
REO Income (including taxes imposed pursuant to Section 860G(c) of the Code);
provided, however, that the Scheduled Payment or Assumed Scheduled Payment for
any Mortgage Loan or REO Mortgage Loan which has been modified shall be
calculated based on its terms as modified and provided, further, that the
interest portion amount of any P&I Advance with respect to a Mortgage Loan as to
which there has been an Appraisal Reduction shall be an amount equal to the
product of (i) the amount with respect to interest required to be advanced
without giving effect to this proviso and (ii) a fraction, the numerator of
which is the Scheduled Principal Balance of such Mortgage Loan as of the
immediately preceding Determination Date less any Appraisal Reduction applicable
to such Mortgage Loan and the denominator of which is the Scheduled Principal
Balance of such Mortgage Loan as of such Determination Date. In addition, the
term "P&I Advance" will include any of the amounts described above paid by the
General Master Servicer, Trustee or Fiscal Agent with respect to the 111 Eighth
Avenue Pari Passu Loan pursuant to the terms of this Agreement upon the failure
of the related Other Master Servicer to make such payment.

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

            "Pari Passu Loan" means the Beverly Center Pari Passu Loan, the 111
Eighth Avenue Pari Passu Loan or the Alamo Quarry Market & Quarry Crossing Pari
Passu Loan, as applicable.

            "Pari Passu Loan Nonrecoverable Advances" means the Beverly Center
Pari Passu Loan Nonrecoverable Advance, the 111 Eighth Avenue Pari Passu Loan
Nonrecoverable Advance or the Alamo Quarry Market & Quarry Crossing Pari Passu
Loan Nonrecoverable Advance, as applicable.

            "Pari Passu Loan Servicing Fee Rate" means the Beverly Center Pari
Passu Loan Servicing Fee Rate, the 111 Eighth Avenue Pari Passu Loan Servicing
Fee Rate and/or the Alamo Quarry Market & Quarry Crossing Pari Passu Loan
Servicing Fee Rate, as applicable.

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

            "Pass-Through Rate" or "Pass-Through Rates" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC III
Regular Certificates, for the first Distribution Date, the rate set forth in the
Preliminary Statement hereto. For any Distribution Date occurring thereafter,
the Pass-Through Rates for (i) (A) the Group PB REMIC I Regular Interests shall
equal their respective REMIC I Net Mortgage Rates and (B) the Group X-Y REMIC I
Regular Interests, their respective Class X-Y Strip Rates on the related
Mortgage Loan for such Distribution Date, (ii) (A) the REMIC II Regular
Interests (other than REMIC II Regular Interest X-Y) shall equal the Weighted
Average REMIC I Net Mortgage Rate and (B) the REMIC II Regular Interest X-Y
shall equal the Weighted Average Class X-Y Strip Rate for such Distribution
Date, (iii) the Class A-1 and Class A-2 Certificates shall equal the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto, (iv)
the Class A-3 Certificates shall equal a per annum rate equal to the lesser of
5.35% and the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (iv) the Class A-4, Class B, Class C, Class D, Class E, Class F and Class
G Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date, (v) the Class H, Class J, Class K, Class L, Class M,
Class N and Class O Certificates shall equal the lesser of (A) 5.80% and (B) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (vi) the
Class X-1 Certificates shall equal the per annum rate equal to the weighted
average of Class X-1 Strip Rates for the Components for such Distribution Date
(weighted on the basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution Date), and (vii)
the Class X-Y Certificates shall equal the weighted average of the respective
Class X-Y Strip Rates of the Specially Designated Co-op Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Primary Servicers" means any of Washington Mutual Bank, FA,
Nationwide Life Insurance Company, and Principal Global Investors, LLC and each
of their respective permitted successors and assigns.

            "Primary Servicing Agreement" means, with respect to each Primary
Servicer, the agreement between such Primary Servicer and the General Master
Servicer, dated as of May 1, 2004, under which such Primary Servicer services
the Mortgage Loans and, if applicable, the Serviced Companion Loans set forth on
the schedule attached thereto.

            "Primary Servicing Fee" means, for each calendar month, as to each
Mortgage Loan and, if applicable, the Serviced Companion Loans, the Primary
Servicing Fee Rate multiplied by the Scheduled Principal Balance (or the
Principal Balance less outstanding principal advances in the case of Serviced
Companion Loans) of such Mortgage Loan or Serviced Companion Loan immediately
before the Due Date occurring in such month, but prorated for the number of days
during the calendar month for such Mortgage Loan or Serviced Companion Loan for
which interest actually accrues on such Mortgage Loan or Serviced Companion Loan
and payable only from collections on such Mortgage Loan or Serviced Companion
Loan.

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

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

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

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

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

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

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

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

            (II) the sum of:

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

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

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

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

            "Private Placement Memorandum" means the Private Placement
Memorandum dated May 19, 2004, pursuant to which the Class X-1, Class X-Y, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and
Class O Certificates will be offered for sale.

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

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

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

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

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

            "Purchase Proceeds" means any cash amounts received by the
applicable Master Servicer in connection with: (i) the repurchase of a Mortgage
Loan or an REO Mortgage Loan by a Seller pursuant to Section 2.3, (ii) the
purchase by the Option Holder of a Mortgage Loan pursuant to Section 9.36, (iii)
the purchase of the Mortgage Loans and REO Properties by the Depositor, the
applicable Master Servicer, the applicable Special Servicer or the holders of
the Class R-I Certificates pursuant to Section 10.1(b) or (iv) the purchase of a
Mortgage Loan by the holder of a Beverly Center Subordinate Note or the 111
Eighth Avenue B Notes.

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

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

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

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

            "Rating Agencies" means Fitch and S&P.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts
related thereto as shall from time to time be held in the Certificate Accounts,
the Interest Reserve Accounts, the Reserve Accounts and the Distribution Account
(other than the portion thereof constituting the Excess Interest Sub-account or
funds held with respect to REMIC II or REMIC III), the related Insurance
Policies (other than the interests of the holder of any Serviced Companion Loan
therein) and any related REO Properties (other than the interests of the holder
of any Serviced Companion Loan related thereto), for which a REMIC election has
been made pursuant to Section 12.1(a) hereof. Excess Interest on the Mortgage
Loans and the Excess Interest Sub-account shall constitute assets of the Trust
but shall not be a part of any REMIC Pool formed hereunder. None of the
Subordinate Notes or any Non-Trust-Serviced Companion Loan or any amounts
payable thereon shall constitute an asset of the Trust or any REMIC Pool formed
hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REO Income" means, with respect to any REO Property, except as set
forth below, all income received in connection with such REO Property during
such period less any operating expenses, utilities, real estate taxes,
management fees, insurance premiums, expenses for maintenance and repairs and
any other capital expenses directly related to such REO Property paid during
such period. With respect to any Non-Trust-Serviced Loan Group (if the related
Other Special Servicer has foreclosed upon the Mortgaged Property secured by the
related Mortgage), the REO Income shall comprise only such portion of the
foregoing that is allocable to the holder of the related Non-Trust-Serviced Pari
Passu Loan pursuant to the applicable Other Pooling and Servicing Agreement and
the applicable Intercreditor Agreement.

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

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

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

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

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

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

            "Required Appraisal Loan" means any Mortgage Loan (other than a
Non-Trust Serviced Pari Passu Loan) or Serviced Loan Group as to which an
Appraisal Event has occurred. A Mortgage Loan or Serviced Loan Group will cease
to be a Required Appraisal Loan at such time as it is a Rehabilitated Mortgage
Loan.

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

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

            "Responsible Officer" means, when used with respect to the initial
Trustee or the Fiscal Agent, any officer assigned to the 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
or Persons performing similar roles on behalf of the Trustee, Fiscal Agent or
Paying Agent.

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

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

            "Rockvale Square B Note" means the mortgage loan, which is not
included in the Trust and subordinated in right of payment to the Rockvale
Square Mortgage Loan to the extent set forth in the Rockvale Square
Intercreditor Agreement. The Rockvale Square B Note is not a "Mortgage Loan."

            "Rockvale Square Intercreditor Agreement" means, with respect to the
Rockvale Square Mortgage Loan and the Rockvale Square B Note, the related
intercreditor agreement, dated as of March 23, 2004, by and among the holder of
the Rockvale Square Mortgage Loan and the holder of the Rockvale Square B Note
relating to the relative rights of such holders, as the same may be further
amended from time to time in accordance with the terms thereof.

            "Rockvale Square Mortgage Loan" means the mortgage loan designated
as Mortgage Loan No. 3 on the Mortgage Loan Schedule.

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

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

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

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

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

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

            "Seller" means MSMC, NCB, FSB, State Farm, WaMu, Nationwide,
Principal, TIAA or NCCB, as the case may be.

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

            "Serviced Companion Loans" means the Rockvale Square B Note and the
Coligny Plaza B Note.

            "Serviced Loan Group" means the (a) Rockvale Square Mortgage Loan
and the Rockvale Square B Note and (b) the Coligny Plaza Mortgage Loan and the
Coligny Plaza B Note; provided that with respect to provisions herein concerning
the Master Servicing Fee with respect to the Coligny Plaza Mortgage Loan and the
Coligny Plaza B Note, "Serviced Loan Group" shall not include the Coligny Plaza
B Note.

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

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

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

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

            "Servicing Advance" means any cost or expense of the Master
Servicers, the Special Servicers, the Trustee or the Fiscal Agent, as the case
may be, designated as a Servicing Advance pursuant to this Agreement and any
other costs and expenses incurred by or for such Master Servicer, such Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, to protect and
preserve the security for such Mortgage Loan (other than the Non-Trust-Serviced
Pari Passu Loans) and/or Serviced Loan Group.

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

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

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

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

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

            "Servicing Transfer Event" means the occurrence of any of the
following events: (i) any Mortgage Loan (other than a Non-Trust-Serviced Pari
Passu Loan) or Serviced Companion Loan as to which a Balloon Payment is past
due, and the applicable Master Servicer has determined, in its good faith
reasonable judgment in accordance with the Servicing Standard, that payment is
unlikely to be made on or before the 90th day succeeding the date the Balloon
Payment was due (unless (A) the Mortgagor makes all monthly payments that would
have become due if such Mortgage Loan or Serviced Companion Loan had not
matured, based on the amortization term of such Mortgage Loan or Serviced
Companion Loan, (B) the Mortgagor has received a commitment for refinancing that
is acceptable to the Operating Adviser prior to the end of such 90 day period,
and (C) such refinancing is obtained on or before the 150th day succeeding the
date the Balloon Payment was due), or any other payment is more than 60 days
past due or has not been made on or before the second Due Date following the Due
Date such payment was due; (ii) any Mortgage Loan (other than a
Non-Trust-Serviced Pari Passu Loan) or Serviced Companion Loan as to which, to
the applicable Master Servicer's knowledge, the Mortgagor has consented to the
appointment of a receiver or conservator in any insolvency or similar proceeding
of, or relating to, such Mortgagor or to all or substantially all of its
property, or the Mortgagor has become the subject of a decree or order issued
under a bankruptcy, insolvency or similar law and such decree or order shall
have remained undischarged, undismissed or unstayed for a period of 30 days;
(iii) any Mortgage Loan (other than a Non-Trust-Serviced Pari Passu Loan) or
Serviced Companion Loan as to which the applicable Master Servicer shall have
received notice of the foreclosure or proposed foreclosure of any other lien on
the Mortgaged Property; (iv) any Mortgage Loan (other than a Non-Trust-Serviced
Pari Passu Loan) or Serviced Companion Loan as to which the applicable Master
Servicer has knowledge of a default (other than a failure by the related
Mortgagor to pay principal or interest) which in the good faith reasonable
judgment of such Master Servicer materially and adversely affects the interests
of the Certificateholders or the holder of such Serviced Companion Loan and
which has occurred and remains unremedied for the applicable grace period
specified in such Mortgage Loan or Serviced Companion Loan (or, if no grace
period is specified, 60 days); (v) any Mortgage Loan (other than a
Non-Trust-Serviced Pari Passu Loan) or Serviced Companion 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
(other than a Non-Trust-Serviced Pari Passu Loan) or Serviced Companion Loan as
to which, in the good faith reasonable judgment of the applicable Master
Servicer, (a) a payment default is imminent or is likely to occur within 60 days
and such default, in the judgment of such Master Servicer, is reasonably likely
to materially and adversely affect the interests of the Certificateholders or
the holder of any related Serviced Companion Loan or (b) any other default is
imminent or is likely to occur within 60 days and such default, in the judgment
of such Master Servicer, is reasonably likely to materially and adversely affect
the interests of the Certificateholders or the holder of any related Serviced
Companion Loan. If a Servicing Transfer Event occurs with respect to an A Note
or Serviced Companion Loan, which is part of a Serviced Loan Group, it shall be
deemed to have occurred also with respect to the remainder of the related
Serviced Loan Group. Notwithstanding the foregoing, an event of default under a
Whole Loan shall not be treated as such for any purpose whatsoever (including,
without limitation, payment of funds under the related Intercreditor Agreement,
transfer of the Serviced Loan Group to special servicing, or modifying,
foreclosing or accelerating the applicable Whole Loan) unless and until the
holder of the related Subordinate Note fails to cure (or cause the cure of) such
event of default within the time period set forth in such Intercreditor
Agreement.

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

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

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

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

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

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

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

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

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

            "Specially Designated Co-op Mortgage Loan" means, any Co-op Mortgage
Loan as to which the Adjusted Mortgage Rate is in excess of 5.48% per annum.

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

            "State Farm" has the meaning assigned in the Preliminary Statement
hereto.

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

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

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

            "Subordinate Notes" means the Beverly Center Subordinate Notes, the
111 Eighth Avenue B Notes, the Rockvale Square B Note and the Coligny Plaza B
Note, collectively, each of which is subordinate in right of payment to the
related A Notes.

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

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

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

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

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

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

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

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

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

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

            "Trust" means the trust created pursuant to this Agreement, the
assets of which consist of all the assets of the REMIC I (including the related
Mortgage Loans (other than Excess Interest thereon), such related amounts as
shall from time to time be held in the Certificate Accounts, the Distribution
Account, the Interest Reserve Accounts, the REO Accounts, the Trustee's rights
under the Insurance Policies, any REO Properties (or the Trust's interest in a
Mortgaged Property acquired under an Other Pooling and Servicing Agreement) and
other items referred to in Section 2.1(a) hereof), REMIC II, REMIC III and the
Class EI Grantor Trust. The Trust shall not include the Subordinate Notes, any
Non-Trust-Serviced Companion Loan, any Subordinate Notes or a Non-Trust-Serviced
Companion Loan or any Serviced Companion Loan Custodial Account.

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

            "Trustee Fee" means for each calendar month, as to each Mortgage
Loan (including REO Mortgage Loans and Defeasance Loans), the portion of the
Trustee Fee Rate applicable to such month (determined using the same interest
accrual methodology (other than the rate of accrual) that is applied with
respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Scheduled Principal Balance of each such Mortgage Loan immediately before
the Due Date occurring in such month; 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 .0025% per annum (which includes the Paying
Agent Fee).

            "Trustee Mortgage File" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan
(and, if applicable, the related Serviced Companion 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.

            "2004-GG1 Depositor" means the "Depositor" under the 2004-GG1
Pooling and Servicing Agreement, which as of the date hereof is Greenwich
Capital Commercial Funding Corp.

            "2004-GG1 Fiscal Agent" means the "Fiscal Agent" under the 2004-GG1
Pooling and Servicing Agreement, which as of the date hereof is ABN AMRO Bank
N.V.

            "2004-GG1 Master Servicer" means the "Master Servicer" under the
2004-GG1 Pooling and Servicing Agreement, which as of the date hereof is
Wachovia Bank, National Association.

            "2004-GG1 Pooling and Servicing Agreement" means the pooling and
servicing agreement dated as of May 10, 2004 between the 2004-GG1 Depositor, the
2004-GG1 Master Servicer, the 2004-GG1 Special Servicer, the 2004-GG1 Trustee
and the 2004-GG1 Fiscal Agent, pursuant to which the Greenwich Capital
Commercial Funding Corp. 2004-GG1 Mortgage Pass-Through Certificates were
issued.

            "2004-GG1 Special Servicer" means the "Special Servicer" under the
2004-GG1 Pooling and Servicing Agreement, which as of the date hereof is Lennar
Partners, Inc.

            "2004-GG1 Trustee" means the "Trustee" under the 2004-GG1 Pooling
and Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

            "2004-HQ3 Depositor" means the "Depositor" under the 2004-HQ3
Pooling and Servicing Agreement, which as of the date hereof is Morgan Stanley
Capital I Inc.

            "2004-HQ3 Fiscal Agent" means the "Fiscal Agent" under the 2004-HQ3
Pooling and Servicing Agreement, which as of the date hereof is ABN AMRO Bank
N.V.

            "2004-HQ3 Master Servicer" means the "Master Servicer" under the
2004-HQ3 Pooling and Servicing Agreement, which as of the date hereof is Wells
Fargo Bank, National Association.

            "2004-HQ3 Pooling and Servicing Agreement" means the pooling and
servicing agreement dated as of March 1, 2004 between the 2004-HQ3 Depositor,
the 2004-HQ3 Master Servicer, the 2004-HQ3 Special Servicer, the 2004-HQ3
Trustee and the 2004-HQ3 Fiscal Agent, pursuant to which the Morgan Stanley
Capital I Inc. 2004-HQ3 Mortgage Pass-Through Certificates were issued.

            "2004-HQ3 Special Servicer" means the "Special Servicer" under the
2004-HQ3 Pooling and Servicing Agreement, which as of the date hereof is GMAC
Commercial Mortgage Corporation.

            "2004-HQ3 Trustee" means the "Trustee" under the 2004-HQ3 Pooling
and Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

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

            "Underwriter" means each of Morgan Stanley & Co. Incorporated,
Goldman Sachs & Co., Greenwich Capital Markets, Inc. and WaMu Capital Corp. or
their respective successors in interest.

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

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

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

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

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

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

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

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

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

            "Whole Loan" means the (i) the Beverly Center Pari Passu Loan, the
Beverly Center Companion Loans and the Beverly Center Subordinate Notes, (ii)
the 111 Eighth Avenue Pari Passu Loan, the 111 Eighth Avenue Companion Loans and
the 111 Eighth Avenue B Notes, (iii) the Alamo Quarry Market & Quarry Crossing
Pari Passu Loan and the Alamo Quarry Market & Quarry Crossing Companion Loans,
(iv) the Rockvale Square Mortgage Loan and the Rockvale Square B Note and (v)
the Coligny Plaza Mortgage Loan and the Coligny Plaza B Note, as applicable.

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

            "Work-Out Fee" means a fee payable with respect to any Rehabilitated
Mortgage Loan (other than any Non-Trust-Serviced Pari Passu Loan), equal to the
product of (x) 1.00% (with respect to any Rehabilitated Mortgage Loan with a
principal balance of less than $20,000,000) or 0.75% (with respect to any
Rehabilitated Mortgage Loan with a principal balance of $20,000,000 or more) and
(y) the amount of each collection of interest (other than default interest and
Excess Interest) and principal received (including any Condemnation Proceeds
received and applied as a collection of such interest and principal) on such
Mortgage Loan or Serviced Companion Loan for so long as it remains a
Rehabilitated Mortgage Loan or otherwise payable as set forth in Section
9.21(d).

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

            Section 1.2 Calculations Respecting Mortgage Loans

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

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

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

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

            Section 1.3 Calculations Respecting Accrued Interest

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

            Section 1.4 Interpretation

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

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

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

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

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

            Section 1.5 ARD Loans

            Notwithstanding any provision of this Agreement:

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

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

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

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

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

            Section 1.6 Certain Matters with Respect to the Serviced Loan Groups

            (a) The parties hereto acknowledge that, pursuant to the related
Intercreditor Agreement, if an A Note is no longer part of the Trust, the new
holder of such A Note shall (at its sole cost and expense) negotiate one or more
new servicing agreements with the applicable Master Servicer and applicable
Special Servicer, provided that, prior to entering into any such new servicing
agreement, the new holder of such A Note shall obtain and provide to the holder
of the related Serviced Companion Loan written confirmation from each rating
agency then rating any securitization relating to such Serviced Companion Loan
providing that such new servicing agreement will not result in the downgrade,
qualification or withdrawal of its then-current ratings of any related
securities; provided, that prior to such time the applicable Master Servicer and
the related Special Servicer shall continue to service the related Serviced Loan
Group unless otherwise provided in the related Intercreditor Agreement.

            (b) For the avoidance of doubt, and subject to subsection (a) above,
the parties acknowledge that the rights and duties of each of the applicable
Master Servicer and the applicable Special Servicer, under Article VIII and
Article IX and the obligation of the applicable Master Servicer to make
Advances, insofar as such rights, duties and obligations relate to any Serviced
Loan Group (including the related A Note and the related Serviced Companion
Loan) shall terminate upon the earliest to occur of the following with respect
to such Serviced Loan Group: (i) any repurchase of or substitution for the
related A Note by the related Seller, pursuant to Section 2.3, (ii) any purchase
of an A Note by the owner of the related B Note pursuant to the terms of the
related Intercreditor Agreement, (iii) any payment in full of any and all
amounts due (or deemed due) under the related A Note (or its successor REO
Mortgage Loan) (including amounts to which the holder of such A Note is entitled
under the related Intercreditor Agreement), (iv) the sale of the related A Note
pursuant to the exercise of the Option under Section 9.36 and (v) the sale of
the related REO Property pursuant to Section 9.15; provided, however, that this
statement shall not limit (A) the duty of the applicable Master Servicer or the
applicable Special Servicer to deliver or make available the reports otherwise
required of it hereunder with respect to the Collection Period in which such
event occurs or (B) the rights of the applicable Master Servicer or the
applicable Special Servicer that may otherwise accrue or arise in connection
with the performance of its duties hereunder with respect to a Serviced Loan
Group prior to the date on which such event occurs.

            (c) In connection with any purchase described in clause (ii) of
subsection (b) or an event described in clause (iii) of subsection (b), the
Trustee, the applicable Master Servicer and the applicable Special Servicer
shall each tender to (in the case of a purchase under such clause (ii)) the
related purchaser (provided that the related purchaser shall have paid the full
amount of the applicable purchase price) or (in the case of such clause (iii))
to the holder of the related Serviced Companion Loan (if then still
outstanding), upon delivery to them of a receipt executed by such purchaser or
holder, all portions of the Mortgage File and other documents pertaining to such
Serviced Loan Group possessed by it, and each document that constitutes a part
of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to such purchaser or holder (or the designee of such purchaser or
holder) in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the related Seller, but in any event,
without recourse, representation or warranty; provided that such tender by the
Trustee shall be conditioned upon its receipt from the applicable Master
Servicer of a Request for Release. The applicable Master Servicer shall, and is
also hereby authorized and empowered by the Trustee to, convey to such purchaser
or such holder any deposits then held in an Escrow Account relating to the
applicable Serviced Loan Group. If an A Note and the related B Note are then REO
Mortgage Loans, then the applicable Special Servicer shall, and is also hereby
authorized and empowered by the Trustee to, convey to such purchaser or such
holder, in each case, to the extent not needed to pay or reimburse the
applicable Master Servicer, the applicable Special Servicer or the Trustee in
accordance with this Agreement, deposits then held in the REO Account insofar as
they relate to the related REO Property.

            (d) If an expense under this Agreement relates in the reasonable
judgment of each Master Servicer, each Special Servicer, the Trustee or the
Paying Agent, as applicable, primarily to the administration of the Trust, any
REMIC Pool or to any determination respecting the amount, payment or avoidance
of any tax under the REMIC Provisions or the actual payment of any REMIC tax or
expense, or this Agreement states that any expense is solely "an expense of the
Trust" or words of similar import, then such expense shall not be allocated to,
deducted or reimbursed from, or otherwise charged against any holder of a
Serviced Companion Loan and such holder of a Serviced Companion Loan shall not
suffer any adverse consequences as a result of the payment of such expense.

            (e) Each Master Servicer and each Special Servicer acknowledge that,
following the securitization of a Serviced Companion Loan, the related pooling
and servicing agreement may authorize the related master servicer and the
related special servicer to enforce the rights of the related trustee, as holder
of such Serviced Companion Loan, with respect to such Serviced Companion Loan,
under the related Intercreditor Agreement and this Agreement.

            Section 1.7 Certain Matters Relating to the Non-Trust-Serviced Pari
Passu Loans

            With respect to each Non-Trust-Serviced Pari Passu Loan, in the
event that the General Master Servicer or the Trustee receives notice from any
of Moody's, Fitch or S&P that the General Master Servicer or the Trustee, as
applicable, is no longer approved by such Rating Agency, the General Master
Servicer or the Trustee, as applicable, shall be required to notify each of the
other parties to this Agreement and the related Other Master Servicer of the
same.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

            Section 2.1 Conveyance of Mortgage Loans

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

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

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

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

            (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the servicing of any
Mortgage Loans or Serviced Companion Loans and that are not required to be a
part of a Mortgage File in accordance with the definition thereof and are
reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Serviced Companion Loan shall be delivered to the
related Master Servicer or the related Primary Servicer on its behalf, on or
before the date that is 75 days following the Closing Date and shall be held by
such Master Servicer or the related Primary Servicer on behalf of the Trustee in
trust for the benefit of the Certificateholders and the holders of the related
Serviced Companion Loan. To the extent delivered to the related Master Servicer
(for Mortgage Loans other than the WaMu Mortgage Loans, the Nationwide Loans and
the Principal Loans) and the related Primary Servicer (for the WaMu Mortgage
Loans, the Nationwide Loans and the Principal Loans) by the related Seller, the
Servicer Mortgage File will consist of (i) with respect to all Mortgage Loans
other than the MSMC Loans, the documents listed in the definition of Mortgage
File or (ii) with respect to the MSMC Loans, the documents listed in the
definition of Mortgage File and, to the extent required to be (and actually)
delivered to the applicable Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates (as
applicable), the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the applicable Primary Servicer (or
sub-servicer) shall be deemed delivery to the applicable Master Servicer and
satisfy the Depositor's obligations under this Section 2.1(d). Each of the
foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
applicable Master Servicer. None of any Master Servicer, any Special Servicer or
any Primary Servicer shall have any liability for the absence of any of the
foregoing items from the Servicing Mortgage File if such item was not delivered
by the related Seller.

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

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

            With respect to the each Non-Trust-Serviced Pari Passu Loan, the
related Mortgage File (exclusive, however, of the original Mortgage Note),
together with certain other documents and records, and all unapplied Escrow
Payments and Reserve Funds, in the possession of the Depositor or the Seller
that relate to such Mortgage Loan has been delivered to the applicable Other
Trustee in accordance with the applicable Intercreditor Agreement and the
applicable Other Pooling and Servicing Agreement. Such documents and funds shall
be held thereby on behalf of the Trustee and the holders of the related
Non-Trust-Serviced Companion Loans; provided that, if the related
Non-Trust-Serviced Companion Loans are paid in full while such
Non-Trust-Serviced Pari Passu Loan is outstanding and the Mortgage File
(exclusive of the Non-Trust-Serviced Companion Notes) is delivered, and to the
extent applicable the documents therein are assigned, to the Trustee in
accordance with the applicable Intercreditor Agreement, the Trustee shall accept
and hold such documents in accordance with Section 2.2 below and shall, at the
expense of the Depositor, arrange for the recordation and/or filing in all
applicable governmental offices of any assignments thereto, the recordation or
filing of which are necessary or appropriate to protect the interests of the
Certificateholders in and to such Mortgage Loan.

            Section 2.2 Acceptance by Trustee

            The Trustee will hold (i) the documents constituting a part of the
Mortgage Files delivered to it, (ii) the REMIC I Regular Interests, (iii) the
REMIC II Regular Interests and (iv) the assets of the Class EI Grantor Trust, in
each case, in trust for the use and benefit of all present and future
Certificateholders. To the extent that the contents of the Mortgage File for any
A Note that is part of a Serviced Loan Group relate to the corresponding
Serviced Companion Loan, the Trustee will also hold such Mortgage File in trust
for the benefit of the holder of such Serviced Companion Loan; provided, that if
a B Note remains outstanding following payment in full of the amounts due under
the related A Note, the Mortgage Loan documents relating to the related A Note
and such B Note (exclusive of any related solely to the related A Note) shall be
assigned to the holder of such B Note or its designee.

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

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

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

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

            Other than with respect to any original letters of credit relating
to the Principal Loans, which original letters of credit shall be held by
Principal Global Investors, LLC, the Trustee agrees to hold all of the original
letters of credit, which are part of the Mortgage File, in trust. If a Master
Servicer or a Special Servicer requires any letter of credit for presentment,
such Master Servicer or such Special Servicer, as applicable, shall give the
Trustee written notice to deliver such letter of credit to such Master Servicer
or such Special Servicer, as applicable. The Trustee shall use commercially
reasonable efforts to deliver the original letter of credit to such Master
Servicer or such Special Servicer, as applicable, promptly after receiving such
request, provided that none of the Master Servicers, the Special Servicers or
the Trustee shall be under any liability to any party hereto or any
Certificateholder for any loss, liability, expense or other consequence in
connection with the Trustee's failure to deliver the original letter of credit
to such Master Servicer or such Special Servicer, as applicable, pursuant to the
provisions of this Article II prior to ten (10) days following its receipt of
such request.

            With respect to each Pari Passu Loan, the Trustee, on behalf of the
Trust, agrees to be bound by the terms and provisions of the related
Intercreditor Agreement.

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

            (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required (and including the expiration of any grace or cure period), has not
been properly executed, or is defective on its face or discovers or receives
notice of a breach of any of the representations and warranties relating to the
Mortgage Loans required to be made by a Seller regarding the characteristics of
the Mortgage Loans and/or related Mortgaged Properties as set forth in the
related Mortgage Loan Purchase Agreements, and in either case such defect or
breach either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect," and such a breach described in the preceding
clause (i) or (ii), a "Material Breach") such party shall give prompt written
notice to the other parties hereto and to each Rating Agency subject to the
terms of the applicable Mortgage Loan Purchase Agreement. Promptly (but in any
event within three Business Days) upon becoming aware of any such Material
Document Defect or Material Breach, the applicable Master Servicer shall, and
the applicable Special Servicer may, request that the related Seller, not later
than 90 days from such Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be
corrected or cured in all material respects within such 90-day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage" (as defined in the Code) but the related
Seller is diligently attempting to effect such correction or cure, as certified
by such Seller in an Officer's Certificate delivered to the Trustee, then the
cure period will be extended for an additional 90 days unless, solely in the
case of a Material Document Defect, (x) the Mortgage Loan is at the end of the
initial 90 day period a Specially Serviced Mortgage Loan and a Servicing
Transfer Event has occurred as a result of a monetary default or as described in
clause (ii) or clause (v) of the definition of "Servicing Transfer Event" and
(y) the Material Document Defect was identified in a certification delivered to
the Seller by the Trustee pursuant to Section 2.2 not less than 90 days prior to
the delivery of the notice of such Material Document Defect. The parties
acknowledge that neither delivery of a certification or schedule of exceptions
to a Seller pursuant to Section 2.2 or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein. Notwithstanding the
foregoing, with respect to any Non-Trust-Serviced Pari Passu Loan, the General
Master Servicer and the General Special Servicer shall not enforce the related
Mortgage Loan Purchase Agreement if the Other Master Servicer or Other Special
Servicer shall be entitled to, and shall be, enforcing such Mortgage Loan
Purchase Agreement pursuant to the Other Pooling and Servicing Agreement on
behalf of such Non-Trust-Serviced Pari Passu Loan and in such event any related
Liquidation Fee shall be payable to the Other Special Servicer to the extent
required by the Other Pooling and Servicing Agreement and no Liquidation Fee
shall be payable hereunder. However, with respect to any Material Breach or
Material Document Defect that relates solely to such Non-Trust-Serviced Pari
Passu Loan and not to the remainder of its Loan Group, and which is not being
enforced by the related Other Master Servicer or Other Special Servicer, the
General Master Servicer shall, and the General Special Servicer may, proceed as
otherwise described above or below with respect to the enforcement of the
related Mortgage Loan Purchase Agreement, and the General Special Servicer may
receive a Liquidation Fee on the related Liquidation Proceeds to the extent
otherwise permitted hereby. Any expenses incurred by the applicable Master
Servicer in connection with this Section 2.3(a) shall be considered a Servicing
Advance.

            Notwithstanding anything herein to the contrary, any breach of the
representation and warranty contained under the heading "Prepayment Premiums" in
Exhibit 2 to each Mortgage Loan Purchase Agreement with respect to any Mortgage
Loan shall constitute a Material Breach only if such prepayment premium or yield
maintenance charge is not deemed "customary" for commercial mortgage loans at
the time of origination, as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. In addition, if such Mortgage Loan is modified so
that it becomes a Qualified Substitute Mortgage Loan, such breach shall be
deemed cured and the related Seller will not be obligated to repurchase such
Mortgage Loan or otherwise remedy such breach. The related Seller is required to
pay for any expenses incurred by the applicable Master Servicer or the
applicable Special Servicer in connection with such modification.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 2.4 Representations and Warranties

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

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

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

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

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

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

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

            Section 2.5 Conveyance of Interests

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

            Section 2.6 Certain Matters Relating to Non-Trust-Serviced Pari
Passu Loans

            (a) Notwithstanding anything to the contrary in this Agreement, with
respect to each Mortgage Loan that is a Non-Trust-Serviced Pari Passu Loan, each
of the document delivery requirements set forth herein will be satisfied by the
delivery by the Seller of copies of each such document specified herein (other
than the Mortgage Note (and all intervening endorsements) evidencing the
Mortgage Loan, with respect to which the originals shall be required); provided,
the document delivery requirements for the Assignment of Mortgage, any
assignment of Assignment of Leases and any UCC-2 or UCC-3 financing statement
set forth herein will be satisfied by the delivery by the Seller of copies of
such documents made in favor of the Other Trustee pursuant to the Other Pooling
and Servicing Agreement.

            (b) Promptly following the Closing Date, the Trustee shall send
written notice (in the form of Exhibit BB attached hereto) (i) with respect to
the Beverly Center Pari Passu Loan, to each of the CSFB 2004-C1 Master Servicer,
the CSFB 2004-C1 Special Servicer, the CSFB 2004-C1 Trustee and the other
holders of the Beverly Center Senior Loan and (ii) with respect to the Alamo
Quarry Market & Quarry Crossing Pari Passu Loan, to 2004-HQ3 Trustee stating
that, among other things, the Trustee is the holder of the Beverly Center Pari
Passu Loan and the Alamo Quarry Market & Quarry Crossing Pari Passu Loan,
respectively, as of the Closing Date.

                                   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-23 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, Class M, Class N and Class O Certificates
will be issuable in denominations of $100,000 initial Certificate Balance or
initial Notional Amount (as applicable) or in any whole dollar denomination in
excess thereof. The Class EI, Class R-I, Class R-II and Class R-III Certificates
each will be issued in minimum Percentage Interests of 10% and integral
multiples of 10% in excess thereof and together aggregating the entire 100%
Percentage Interest in each such Class.

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

            Section 3.2 Registration

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

            Section 3.3 Transfer and Exchange of Certificates

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates

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

            Section 3.5 Persons Deemed Owners

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

            Section 3.6 Access to List of Certificateholders' Names and
Addresses

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

            Section 3.7 Book-Entry Certificates

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.8 Notices to Clearing Agency

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

            Section 3.9 Definitive Certificates

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

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

                                   ARTICLE IV

                                    ADVANCES

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

            Section 4.1 P&I Advances by the Applicable Master Servicers

            (a) On or prior to the Advance Report Date, the applicable Master
Servicer shall notify the Trustee and the Paying Agent if the P&I Advance Amount
for such Distribution Date is greater than zero, and such Master Servicer shall
only make a P&I Advance in respect of each Mortgage Loan (except for the 111
Eighth Avenue Pari Passu Loan, unless the 2004-GG1 Master Servicer fails to do
so for reasons other than nonrecoverability) of such amount on the Master
Servicer Remittance Date. It is understood that the obligation of each Master
Servicer to make such P&I Advances is mandatory and shall apply through any
court appointed stay period or similar payment delay resulting from any
insolvency of the Mortgagor or related bankruptcy, notwithstanding any other
provision of this Agreement. Notwithstanding the foregoing, the applicable
Master Servicer shall not be required to make such P&I Advance, if such Master
Servicer determines, in accordance with Section 4.4 below, that any such P&I
Advance would be a Nonrecoverable Advance and shall not make such P&I Advance if
such P&I Advance, if made, would be a Nonrecoverable Advance as determined by
the applicable Special Servicer in accordance with the Servicing Standard and
the Special Servicer has notified the Master Servicer of such determination not
later than 24 hours prior to the date on which the Master Servicer would be
required to make such P&I Advance in the absence of a recoverability
determination. Such determination shall be conclusive and binding on the
Trustee, the Fiscal Agent and the Certificateholders. The Master Servicers, the
Trustee, and the Fiscal Agent shall not advance default interest, Balloon
Payments, Prepayment Premiums, any payments in respect of the Subordinate Notes,
any Non-Trust-Serviced Companion Loan or, other than as set forth above, any
principal or interest on the 111 Eighth Avenue Pari Passu Loan.

            (b) The 2004-GG1 Master Servicer is obligated to make Advances with
respect to the 111 Eighth Avenue Pari Passu Loan to the extent set forth in the
2004-GG1 Pooling and Servicing Agreement. Such Advances will be made on
generally the same terms and conditions described above. The Master Servicer
will be required to make any P&I Advance with respect to the 111 Eighth Avenue
Pari Passu Loan that the 2004-GG1 Master Servicer is required but fails to make,
unless the 2004-GG1 Master Servicer or the Master Servicer under the Pooling and
Servicing Agreement has determined that such advance would not be recoverable
from collections on the 111 Eighth Avenue Pari Passu Loan and the 111 Eighth
Avenue Companion Loan, as applicable. The 2004-GG1 Master Servicer will be
entitled to reimbursement from those collections, with interest, for advances
made by it with respect to the 111 Eighth Avenue Pari Passu Loan and the 111
Eighth Avenue Companion Loan, as the case may be, on an equal and pro rata
basis. The amount of those advances may be reduced based on an appraisal
performed by the 2004-GG1 Special Servicer, which reduction will be calculated
with respect to the 111 Eighth Avenue Pari Passu Loan, in a manner substantially
similar to the calculation described in the definition of P&I Advance in Section
1.1.

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

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

            Section 4.1A P&I Advances with Respect to the Pari Passu Loans

            With respect to each Pari Passu Loan, the General Master Servicer
shall make its determination that it has made a P&I Advance on such Pari Passu
Loan that is a Nonrecoverable Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable Advance with respect to such Pari Passu Loan
in accordance with Section 4.1 independently of any determination made by any
Other Master Servicer under the related Other Pooling and Servicing Agreement in
respect of the related Non-Trust-Serviced Companion Loan following its deposit
into the commercial securitization trust created under such Other Pooling and
Servicing Agreement, and the Other Master Servicer shall make its own
determination that it has made a P&I Advance that is a Nonrecoverable Advance
(as defined in such Other Pooling and Servicing Agreement) or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance (as defined in
such Other Pooling and Servicing Agreement) with respect to such
Non-Trust-Serviced Companion Loan included in such Loan Group in accordance with
the Other Pooling and Servicing Agreement.

            If the General Master Servicer determines that a proposed P&I
Advance, if made, would be, or any outstanding P&I Advance previously made is,
as applicable, a Nonrecoverable Advance, the General Master Servicer shall
provide each applicable Other Master Servicer written notice of such
determination within one Business Day of the date of such determination. If the
General Master Servicer receives written notice by any applicable Other Master
Servicer that it has determined, with respect to a Non-Trust-Serviced Companion
Loan, that any proposed P&I Advance would be, or any outstanding P&I Advance is,
a Nonrecoverable Advance, then such determination shall be binding on the
Certificateholders and none of the General Master Servicer, the Trustee or the
Fiscal Agent shall make any additional P&I Advances with respect to the related
Pari Passu Loan unless the General Master Servicer has consulted with such Other
Master Servicer and they agree that circumstances with respect to such Loan
Group have changed such that a proposed future P&I Advance would not be a
Nonrecoverable Advance.

            Notwithstanding the foregoing, the General Master Servicer shall
continue to have the discretion provided in this Agreement to determine that any
future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a
Nonrecoverable Advance. Once such a determination is made by the General Master
Servicer or the General Master Servicer receives written notice of such
determination by the Other Master Servicer, none of the General Master Servicer,
the Trustee or the Fiscal Agent shall make any additional P&I Advances with
respect to such Pari Passu Loan until the General Master Servicer has followed
the process set forth in this paragraph.

            Section 4.2 Servicing Advances

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

            The applicable Other Master Servicer is obligated to make Servicing
Advances pursuant to the related Other Pooling and Servicing Agreement with
respect to any Non-Trust-Serviced Pari Passu Loan, and no party to this
Agreement shall have any obligation, and shall be not entitled, to make any
Servicing Advances with respect to a Non-Trust-Serviced Pari Passu Loan.

            Section 4.3 Advances by the Trustee and the Fiscal Agent

            (a) To the extent that a Master Servicer fails to make a P&I Advance
by the Master Servicer Remittance Date (other than a P&I Advance that such
Master Servicer determines is a Nonrecoverable Advance), the Trustee shall make
such P&I Advance to the extent the Trustee receives written notice from the
Paying Agent not later than 10:00 a.m. (New York City time) on the Distribution
Date that such Advance has not been made by the applicable Master Servicer on
the Master Servicer Remittance Date unless the Trustee determines that such P&I
Advance, if made, would be a Nonrecoverable Advance (or with respect to a Loan
Group, the related Other Master Servicer makes a nonrecoverability determination
as described in Section 4.1A). To the extent that the Trustee fails to make a
P&I Advance required to be made by the Trustee hereunder on the Distribution
Date (other than a P&I Advance that the applicable Master Servicer or the
Trustee determines is a Nonrecoverable Advance), the Fiscal Agent will make such
P&I Advance unless the Fiscal Agent determines that any such P&I Advance, if
made, would be a Nonrecoverable Advance (or with respect to a Loan Group, the
related Other Master Servicer makes a nonrecoverability determination as
described in Section 4.1A). To the extent the Trustee or Fiscal Agent is
required hereunder to make P&I Advances on the Mortgage Loans, it shall remit
the amount thereof to the Paying Agent for deposit in the Distribution Account
by 1:00 p.m. (New York City time) on each such Distribution Date. The Paying
Agent shall notify the Trustee in writing as soon as practicable, but not later
than 10:00 a.m. (New York City time) on the Distribution Date if the applicable
Master Servicer has failed to make a P&I Advance.

            (b) Pursuant to the applicable Other Pooling and Servicing
Agreement, the applicable Other Master Servicer is obligated to make P&I
Advances with respect to the 111 Eighth Avenue Pari Passu Loan. Notwithstanding
anything herein to the contrary, the General Master Servicer shall not be
required to make any P&I Advance with respect to the 111 Eighth Avenue Pari
Passu Loan unless and until the General Master Servicer has knowledge of any
failure of the applicable Other Master Servicer to make an advance required
under the applicable Other Pooling and Servicing Agreement. In such event, such
P&I Advance shall be made first by the General Master Servicer and, if the
General Master Servicer shall fail to make a required P&I Advance, then by the
Trustee and, if the Trustee shall fail to make a required P&I Advance, then by
the Fiscal Agent. None of the Master Servicer, the Trustee nor the Fiscal Agent
shall have any obligation to make any such P&I Advance unless it is provided
evidence that such P&I Advance is not a Nonrecoverable Advance and such other
reports as may be agreed by the General Master Servicer and the applicable Other
Master Servicer.

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

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

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

            Section 4.4 Evidence of Nonrecoverability

            (a) If a Master Servicer or the applicable Special Servicer
determines at any time, in its sole discretion, exercised in accordance with the
Servicing Standard, that any Advance previously made (or Unliquidated Advance in
respect thereof) or any proposed Advance, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate delivered to the Trustee, the applicable Master Servicer or the
applicable Special Servicer, the Paying Agent, the Operating Adviser, the Rating
Agencies and the holder of the Serviced Companion Loan if the Advance relates to
a Serviced Loan Group promptly upon making such determination, but in no event
later than the Business Day following the date of such determination. Such
Officer's Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the applicable Master Servicer's or applicable Special Servicer's
possession, any related financial information such as related income and expense
statements, rent rolls (with respect to mortgaged properties other than
residential cooperative properties), occupancy status, property inspections and
any Appraisals performed within the last 12 months on the Mortgaged Property,
and, if such reports are used by the applicable Master Servicer or the
applicable Special Servicer to determine that any P&I Advance or Servicing
Advance, as applicable, would be a Nonrecoverable Advance, any engineers'
reports, environmental surveys, internal final valuations or other information
relevant thereto which support such determination. If the Trustee or the Fiscal
Agent, as applicable, determines at any time, in its sole discretion, exercised
in good faith, that any portion of an Advance previously made or a portion of a
proposed Advance that the Trustee or the Fiscal Agent, as applicable, is
required to make pursuant to this Agreement, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate of a Responsible Officer of the Trustee or the Fiscal Agent, as
applicable, delivered to the Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Paying Agent, the Operating Adviser and the
holder of the Serviced Companion Loan if the Advance relates to a Serviced Loan
Group similar to the Officer's Certificate of a Master Servicer or a Special
Servicer described in the prior sentence. The Trustee and the Fiscal Agent shall
not be required to make an Advance that the applicable Master Servicer or the
applicable Special Servicer (or, solely with respect to the 111 Eighth Avenue
Pari Passu Loan, the Other Master Servicer) has previously determined to be a
Nonrecoverable Advance. Notwithstanding any other provision of this Agreement,
none of the Master Servicers, the Special Servicers, the Trustee or the Fiscal
Agent shall be obligated to, nor shall it, make any Advance or make any payment
that is designated in this Agreement to be an Advance, if it determines in its
good faith business judgment and, with respect to the applicable Master Servicer
or the applicable Special Servicer, in accordance with the Servicing Standard,
that such Advance or such payment (including interest accrued thereon at the
Advance Rate) would be a Nonrecoverable Advance. Absent bad faith, the
applicable Master Servicer's determination as to the nonrecoverability of any
Advance shall be conclusive and binding on the Certificateholders and, in the
case of any Serviced Companion Loan, the holder of such Serviced Companion Loan,
as applicable, and may, in all cases, be relied on by the Trustee and the Fiscal
Agent; provided, however, that the applicable Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard that any
P&I Advance or Servicing Advance, if made, would be a Nonrecoverable Advance and
shall deliver to the Master Servicer and the Trustee notice of such
determination. Absent bad faith, such determination by the applicable Special
Servicer shall be conclusive and binding on the Certificateholders, the Master
Servicers, the Trustee and the Fiscal Agent. Absent bad faith or breach of the
servicing standard under the applicable Other Pooling and Servicing Agreement
known to the General Master Servicer, the Trustee or the Fiscal Agent, as
applicable, the determination as to the nonrecoverability of any advance made
with respect to any Non-Trust-Serviced Pari Passu Loan pursuant to such
applicable Other Pooling and Servicing Agreement, shall be conclusive and
binding on the Certificateholders and may, in all cases, be relied on by the
Trustee and the General Master Servicer. The applicable Master Servicer shall
consider Unliquidated Advances in respect of prior P&I Advances and Servicing
Advances as outstanding Advances for purposes of nonrecoverability
determinations as if such Unliquidated Advance were a P&I Advance or Servicing
Advance, as applicable.

            (b) With respect to each Non-Trust-Serviced Pari Passu Loan, each
Other Master Servicer and Other Special Servicer shall be entitled to
reimbursement for Pari Passu Loan Nonrecoverable Advances with respect to the
Pari Passu Loans serviced by such Other Master Servicer or Other Special
Servicer (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Other Pooling and Servicing Agreement) in the manner
set forth in Section 5.2(a) Subsection (I)(ii) and 5.2(a) Subsection (I)(iii).

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

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

            Section 4.6 Reimbursement of Advances and Advance Interest

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

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

            (c) Advance Interest arising on or after the Cut-off Date and not
previously paid with respect to any Mortgage Loan or Serviced Companion Loan
will be paid to the Fiscal Agent, the Trustee, the applicable Special Servicer
and/or the applicable Master Servicer (in accordance with the priorities
specified in the preceding paragraph) first, from Late Fees and default interest
collected with respect to such Mortgage Loan or Serviced Companion Loan during
the Collection Period, and then from Excess Liquidation Proceeds then available
prior to payment from any other amounts. Late Fees and default interest will be
applied on a "loan-by-loan basis" (under which Late Fees and default interest
with respect to a Mortgage Loan or Serviced Companion Loan will be offset
against the Advance Interest incurred and unpaid with respect to such Mortgage
Loan or Serviced Companion Loan arising on or after the Cut-off Date). Advance
Interest on Servicing Advances payable to each Master Servicer, each Special
Servicer, the Trustee or the Fiscal Agent, as applicable, in respect of a
Serviced Loan Group shall be allocated to the related B Note up to the Principal
Balance thereof and then to the related A Note up to the principal balance
thereof.

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

            Section 4.7 Fiscal Agent Termination Event. "Fiscal Agent
Termination Event," wherever used herein, means any one of the following events:

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

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

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

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

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

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

            Section 4.8 Procedure Upon Termination Event. (a) On the date
specified in a written notice of termination given to the Fiscal Agent pursuant
to Section 7.6(c), all authority, power and rights of the Fiscal Agent under
this Agreement, whether with respect to the Mortgage Loans or otherwise, shall
terminate and a successor Fiscal Agent, if necessary, shall be appointed by the
Trustee, with the consent of the Depositor; provided that the successor Fiscal
Agent meets the eligibility requirements set forth in Section 7.5. The Fiscal
Agent agrees to cooperate with the Trustee in effecting the termination of the
Fiscal Agent's responsibilities and rights hereunder as Fiscal Agent.

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

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

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

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

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1 Collections

            (a) On or prior to the Closing Date, each Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "Wells Fargo Bank, National Association, as General
Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7" and "NCB, FSB, as NCB Master Servicer for LaSalle
Bank National Association, as Trustee for the Holders of Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7"
(collectively, or individually, as the case may be the "Certificate Account").
The General Master Servicer shall maintain the Certificate Account with respect
to all of the Mortgage Loans (other than the NCB Mortgage Loans) and the NCB
Master Servicer shall maintain the Certificate Account with respect to the NCB
Mortgage Loans. On or prior to the Closing Date, each Master Servicer shall
open, or cause to be opened, and shall maintain, or cause to be maintained an
additional separate account or accounts in the name of "Wells Fargo Bank,
National Association, as General Master Servicer for LaSalle Bank National
Association, as Trustee for the Holders of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7" and "NCB, FSB,
as NCB Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7" (collectively, or individually, as the case may
be, the "Interest Reserve Account"). The General Master Servicer shall maintain
the Interest Reserve Accounts with respect to the non-NCB Mortgage Loans and the
NCB Master Servicer shall maintain the Interest Reserve Accounts with respect to
the NCB Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (e) Funds in the Certificate Accounts (including the Serviced
Companion Loan Custodial Accounts) and Interest Reserve Accounts may be invested
and, if invested, shall be invested by, and at the risk of, the applicable
Master Servicer in Eligible Investments selected by such Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7." None of the Depositor, the Mortgagors, the Paying Agent or the
Trustee shall be liable for any loss incurred on such Eligible Investments.

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

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

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

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

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

            (a) Subsection (I). Each Master Servicer shall, from time to time,
make withdrawals from the applicable Certificate Accounts and remit them by wire
transfer prior to 2:00 p.m., New York City time, on the related Master Servicer
Remittance Date, in immediately available funds to the account specified in this
Section or otherwise (x) to such account as each shall determine from time to
time of amounts payable to the applicable Master Servicer from the portion of
the applicable Certificate Account that does not constitute a Serviced Companion
Loan Custodial Account (and, insofar as they relate and, in accordance with the
related Intercreditor Agreement, are allocable, to a Serviced Companion Loan,
subject to the provisos following clause (xiii) below, from the related Serviced
Companion Loan Custodial Account) pursuant to clauses (i), (ii), (iii), (iv),
(vi), (viii) and (ix) below; (y) to the account specified in writing by the
Paying Agent from time to time of amounts payable to the Paying Agent, the
Trustee and the Fiscal Agent from the portion of the applicable Certificate
Account that does not constitute a Serviced Companion Loan Custodial Account
(and, insofar as they relate and, in accordance with the related Intercreditor
Agreement, are allocable to a Serviced Companion Loan, from the related Serviced
Companion Loan Custodial Account) pursuant to clauses (ii), (iii), (v), (vi),
(xi), (xii) and (xiii) below; and (z) to the applicable Special Servicer from
time to time of amounts payable to such Special Servicer from the portion of
such Certificate Account that does not constitute a Serviced Companion Loan
Custodial Account (and, insofar as they relate to a Serviced Companion Loan,
subject to the provisos following clause (xiii) below, from the related Serviced
Companion Loan Custodial Account) pursuant to clauses (i), (ii), (iv), (vi),
(vii) and (ix) below of the following amounts, from the amounts specified for
the following purposes:

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

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

            (iii) P&I Advances (including amounts later to be determined to be
      Nonrecoverable Advances): (A) in the case of the Mortgage Loans, subject
      to clause (B) and subsection (iv) of Section 5.2(a)(II) below, to
      reimburse or pay to each Master Servicer, the Trustee and the Fiscal
      Agent, pursuant to Section 4.6, (x) if prior to a Final Recovery
      Determination or determination that any Advance is a Nonrecoverable
      Advance, any P&I Advances from Late Collections made by the Mortgagor of
      the amounts to which a P&I Advance relates, or REO Income from the related
      REO Property or from Liquidation Proceeds, Condemnation Proceeds,
      Insurance Proceeds or Purchase Proceeds allocable to the related Mortgage
      Loan and, to the extent that a P&I Advance has been or is being
      reimbursed, any related Advance Interest thereon, first, from Late Fees
      and default interest collected during the Collection Period and allocable
      to such Mortgage Loan, and then from Excess Liquidation Proceeds then
      available and then from any other amounts on deposit in the applicable
      Certificate Account (or, if not available from such Certificate Account,
      the other Certificate Account); provided that Late Fees and default
      interest will be applied on a "loan-by-loan basis" (under which Late Fees
      and default interest paid with respect to each Mortgage Loan will be
      offset against the Advance Interest incurred and unpaid with respect to
      the particular Mortgage Loan on or after the Cut-Off Date) or (y) if after
      a Final Recovery Determination or determination in accordance with Section
      4.4 that any P&I Advance on the related Mortgage Loan is a Nonrecoverable
      Advance, for any Mortgage Loan, any P&I Advances made on the related
      Mortgage Loan or REO Property from any funds on deposit in the applicable
      Certificate Account (or, if not available from such Certificate Account,
      the other Certificate Account) (regardless of whether such amount was
      recovered from the applicable Mortgage Loan or REO Property) and any
      Advance Interest thereon, first, from Late Fees and default interest
      collected during the Collection Period allocable to such Mortgage Loan
      (applying such Late Fees and default interest on a "loan-by-loan basis,"
      to the payment of Advance Interest incurred and unpaid on all Advances on
      such Mortgage Loan incurred on or after the Cut-Off Date), then from
      Excess Liquidation Proceeds then available and then from any other amounts
      on deposit in the applicable Certificate Account (or, if not available
      from such Certificate Account, the other Certificate Account) and (B) in
      the case of the 111 Eighth Avenue Pari Passu Loan and from any funds on
      deposit in the applicable Certificate Account (or, if not available from
      such Certificate Account, the other Certificate Account), to reimburse the
      applicable Other Master Servicer for related Pari Passu Loan
      Nonrecoverable Advances and any accrued and unpaid interest thereon
      provided for under the related Other Pooling and Servicing Agreement;

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

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

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

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

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

            (xi) Distribution Account: other than amounts held for payment in
      future periods or pursuant to clause (xii) below, to make payment on each
      Master Servicer Remittance Date of the remaining amounts in the portion of
      the applicable Certificate Accounts that does not constitute a Serviced
      Companion Loan Custodial Account (excluding Excess Interest and Excess
      Liquidation Proceeds) into the Distribution Account (or in the case of any
      Excess Interest, deposit to the Excess Interest Sub-account);

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

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

            provided, however, that with respect to any Serviced Companion Loan:

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

            (B) the General Master Servicer shall be entitled to make transfers
      from time to time, from the related Serviced Companion Loan Custodial
      Account to the portion of the Certificate Account that does not constitute
      any Serviced Companion Loan Custodial Account, of amounts not otherwise
      described in clause (A) above to which the holder of the related A Note is
      entitled under the related Intercreditor Agreement (including, without
      limitation, payments in respect of interest, principal and Prepayment
      Premiums and reimbursement of expenses, advances and interest thereon) it
      being understood that to the extent expenses, including advances and
      interest thereon, on any Serviced Loan Group are allocable to the related
      B Note pursuant to the related Intercreditor Agreement, withdrawals shall
      be made from the portion of such Serviced Companion Loan Custodial Account
      that relates to such B Note to pay such expenses, including Advances and
      interest thereon, with respect to the related A Note, prior to such
      withdrawals being made from the applicable Certificate Account; and

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

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

            Expenses incurred with respect to a Serviced Loan Group shall be
allocated in accordance with the related Intercreditor Agreement. The General
Master Servicer shall keep and maintain a separate accounting for each Mortgage
Loan and Serviced Companion Loan for the purpose of justifying any withdrawal or
transfer from the Certificate Account and each Serviced Companion Loan Custodial
Account. If funds collected with respect to an A Note are insufficient to pay
amounts due to the holders thereof pursuant hereto, then the General Master
Servicer shall be entitled to withdraw the amount of such shortfall from
collections on, and other proceeds of, the related B Note that are held in the
related Serviced Companion Loan Custodial Account. The General Master Servicer
shall not be permitted to withdraw any funds from the portion of the Certificate
Account that does not constitute the related Serviced Companion Loan Custodial
Account with respect to any liabilities, costs and expenses that are allocable
to a Serviced Companion Loan unless there are no remaining funds in the related
Serviced Companion Loan Custodial Account available, which are required to be
paid in accordance with the related Intercreditor Agreement. If the General
Master Servicer is entitled to make any payment or reimbursement described above
and such payment or reimbursement relates to a B Note, but is not limited to a
specific source of funds (other than the requirement that it must be made by
withdrawal from the related Serviced Companion Loan Custodial Account, insofar
as it relates to the B Note, and is permitted pursuant to the related
Intercreditor Agreement), the General Master Servicer shall, if funds on deposit
in the related Serviced Companion Loan Custodial Account are insufficient
therefor, request the holder of the B Note to make such payment or reimbursement
to the extent the holder of the B Note is obligated to make such payment or
reimbursement pursuant to the related Intercreditor Agreement. If the holder of
a B Note fails to make such payment or reimbursement that it is obligated to
make within three Business Days following such request, the General Master
Servicer shall be entitled to make such payment or reimbursement from the
Certificate Account. If such payment or reimbursement is subsequently recovered
from the holder of the B Note to the extent that any amounts were previously
taken by the General Master Servicer from the Certificate Account, the amount
recovered shall be deposited into the Certificate Account and shall not be
deposited into the related Serviced Companion Loan Custodial Account.

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

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

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

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

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

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

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

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

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

            Notwithstanding anything to the contrary contained herein, expenses
and fees incurred or payable with respect to a Non-Trust-Serviced Pari Passu
Loan shall be allocated without duplication and in accordance with the related
Intercreditor Agreement. The applicable Other Master Servicer is entitled, with
respect to the related Non-Trust-Serviced Pari Passu Loan, to make certain
payments or receive reimbursements as described in the applicable Other Pooling
and Servicing Agreement and in accordance with the related Intercreditor
Agreement. Under the applicable Other Pooling and Servicing Agreement, if such
payment or reimbursement is allowed or required, but there are insufficient
funds, the related Other Master Servicer or Other Special Servicer can request
that the General Master Servicer make such payment or reimbursement for its pro
rata portion of the amounts to be paid on the related Non-Trust-Serviced Pari
Passu Loan out of the Certificate Account. The General Master Servicer shall
promptly pay any such amounts so requested to be paid, notwithstanding anything
to the contrary contained herein.

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

            (c) On each Master Servicer Remittance Date in March of every year
commencing in March 2005, each Master Servicer shall withdraw all related
amounts then in the applicable Interest Reserve Accounts and deposit such
amounts into the Distribution Account.

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

            (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), which shall include a certain sub-account (the "Excess
Interest Sub-account") to be held in trust for the benefit of the Holders until
disbursed pursuant to the terms of this Agreement, titled: "LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7, Distribution Account" and (ii) an account (the "Reserve
Account") to be held in trust for the benefit of the holders of interests in the
Trust until disbursed pursuant to the terms of this Agreement, titled: "LaSalle
Bank National Association, as Trustee, in trust for the benefit of the Holders
of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7, Reserve Account". The Distribution Account and the Reserve
Account shall be Eligible Accounts. Funds in the Reserve Account shall not be
invested. The Distribution Account and the Reserve Account shall be held
separate and apart from and shall not be commingled with any other monies
including, without limitation, other monies of the Paying Agent held under this
Agreement. The Excess Interest Sub-account and the Reserve Account shall be
deemed sub-accounts of the Distribution Account.

            Funds in the Distribution Account may be invested and, if invested,
shall be invested by, and at the risk of, the Paying Agent in Eligible
Investments selected by the Paying Agent which shall mature, unless payable on
demand, not later than such time on the Distribution Date which will allow the
Paying Agent to make withdrawals from the Distribution Account under Section
5.3(b), and any such Eligible Investment shall not be sold or disposed of prior
to its maturity unless payable on demand. All such Eligible Investments shall be
made in the name of "LaSalle Bank National Association, as Trustee in trust for
the benefit of the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7 and the holder of the related
Serviced Companion Loan as their interests may appear." None of the Depositor,
the Mortgagors, the Special Servicers, the Master Servicers, the Primary
Servicers, the Trustee or the Fiscal Agent shall be liable for any loss incurred
on such Eligible Investments.

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

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

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

            (ii) to pay any amounts payable to the Master Servicers, the Primary
      Servicers, the Special Servicers, the Trustee (including the Trustee's Fee
      (other than the portion thereof that constitutes the Paying Agent's Fee)),
      the Fiscal Agent 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
      Sections 6.5 and 6.11; and

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

            Section 5.4 Paying Agent Reports

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

            In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicers and the
Special Servicers and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports (including the Property File
on or prior to each Distribution Date, commencing in June 2004). The Paying
Agent shall provide access to the Restricted Servicer Reports, upon request, to
each Certificateholder and any prospective Certificateholder or Certificate
Owner, each of the parties to this Agreement, each of the Rating Agencies, each
of the Underwriters, the Operating Adviser, the Placement Agent, the holder of
any Serviced Companion Loan and any Certificate Owner upon receipt (which may be
in electronic form) from such Person of an Investor Certificate in the form of
Exhibit Y, and any other Person upon the direction of the Depositor, any
Placement Agent or any Underwriter. For assistance with the above-mentioned
Paying Agent services, Certificateholders or any party hereto may initially call
(714) 238-6700.

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

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

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

            (d) Reserved.

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

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

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

            Section 5.5 Paying Agent Tax Reports

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

            Section 6.1 Distributions Generally

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

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

            Section 6.2 REMIC I

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

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

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

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

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

            Section 6.3 REMIC II

            On each Distribution Date, (i) the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, amounts distributable to any Class of Principal Balance Certificates
pursuant to Section 6.5 or Section 10.1 to its Corresponding REMIC II Regular
Interest set forth in the Preliminary Statement hereto; and (ii) all
distributions made in respect of the Class X-1 Certificates on each Distribution
Date pursuant to Section 6.5 or Section 10.1, and allocable to any particular
Component of such Class of Certificates in accordance with the last paragraph of
Section 6.5(a), shall be deemed to have first been distributed from REMIC II to
REMIC III in respect of such Component's Corresponding REMIC II Regular
Interest. All distributions made in respect of the Class X-Y Certificates on
each Distribution Date pursuant to Section 6.5 or Section 10.1 shall be deemed
distributed to REMIC II Regular Interest X-Y. All distributions of
reimbursements of Realized Losses made in respect of any Class of Principal
Balance Certificates on each Distribution Date pursuant to Section 6.5 shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of
its Corresponding REMIC II Regular Interest set forth in the Preliminary
Statement hereto. Any amounts remaining in the Distribution Account with respect
to REMIC II on any Distribution Date after the foregoing distributions shall be
distributed to the holders of the Class R-II Certificates.

            Section 6.4 Reserved

            Section 6.5 REMIC III

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

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

            (ii) to the holders of the Class A-1 Certificates, the Principal
      Distribution Amount for such Distribution Date until the aggregate
      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
      prior distributions to holders of Class A-1 Certificates hereunder) until
      the Certificate Balance of the Class A-2 Certificates has been reduced to
      zero,

            (iv) upon payment in full of the Certificate Balance of the Class
      A-2 Certificates, to the Holders of the Class A-3 Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions to holders of Class A-1 and Class A-2 Certificates
      hereunder) until the Certificate Balance of the Class A-3 Certificates has
      been reduced to zero,

            (v) upon payment in full of the Certificate Balance of the Class A-3
      Certificates, to the Holders of the Class A-4 Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A-1, Class A-2 and Class A-3
      Certificates hereunder) until the Certificate Balance of the Class A-4
      Certificates has been reduced to zero,

            (vi) to the Holders of the Class A Certificates, Class X-1
      Certificates, and Class X-Y Certificates, pro rata (treating principal and
      interest losses separately) in proportion to their respective entitlements
      to reimbursement described in this clause, to reimburse any Realized
      Losses previously allocated thereto and not previously fully reimbursed,
      plus one month's interest at the applicable Pass-Through Rate on such
      Realized Losses,

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

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

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

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

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

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

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

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

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

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

            (xvii) upon payment in full of the Certificate Balance of the Class
      D Certificates, to the Holders of the Class E Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C and Class D
      Certificates hereunder), until the Certificate Balance of the Class E
      Certificates has been reduced to zero,

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

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

            (xx) upon payment in full of the Certificate Balance of the Class E
      Certificates, to the Holders of the Class F Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D and Class E
      Certificates hereunder), until the Certificate Balance of the Class F
      Certificates has been reduced to zero,

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

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

            (xxiii) upon payment in full of the Certificate Balance of the Class
      F Certificates, to the Holders of the Class G Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E
      and Class F Certificates hereunder), until the Certificate Balance of the
      Class G Certificates has been reduced to zero,

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

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

            (xxvi) upon payment in full of the Certificate Balance of the Class
      G Certificates, to the Holders of the Class H Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F and Class H Certificates hereunder), until the Certificate Balance
      of the Class H Certificates has been reduced to zero,

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

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

            (xxix) upon payment in full of the Certificate Balance of the Class
      H Certificates, to the Holders of the Class J Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F, Class G and Class H Certificates hereunder), until the
      Certificate Balance of the Class J Certificates has been reduced to zero,

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

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

            (xxxii) upon payment in full of the Certificate Balance of the Class
      J Certificates, to the Holders of the Class K Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F, Class G, Class H and Class J Certificates hereunder), until the
      Certificate Balance of the Class K Certificates has been reduced to zero,

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

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

            (xxxv) upon payment in full of the Certificate Balance of the Class
      K Certificates, to the Holders of the Class L Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F, Class G, Class H, Class J and Class K Certificates hereunder),
      until the Certificate Balance of the Class L Certificates has been reduced
      to zero,

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

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

            (xxxviii) upon payment in full of the Certificate Balance of the
      Class L Certificates, to the Holders of the Class M Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions to holders of Class A, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J, Class K and Class L
      Certificates hereunder), until the Certificate Balance of the Class M
      Certificates has been reduced to zero,

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

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

            (xli) upon payment in full of the Certificate Balance of the Class M
      Certificates, to the Holders of the Class N Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F, Class G, Class H, Class J, Class K, Class L, and Class M
      Certificates hereunder), until the Certificate Balance of the Class N
      Certificates has been reduced to zero,

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

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

            (xliv) upon payment in full of the Certificate Balance of the Class
      N Certificates, to the Holders of the Class O Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to holders of Class A, Class B, Class C, Class D, Class E,
      Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class N
      Certificates hereunder), until the Certificate Balance of the Class O
      Certificates has been reduced to zero,

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

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

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the earliest date, if any, upon which the Certificate Balances of
all the Classes of Subordinate Certificates have been reduced to zero or the
aggregate Appraisal Reduction in effect is greater than or equal to Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed,

      o     first, to the Holders of the Class A-1, Class A-2, Class A-3, and
            Class A-4 Certificates, pro rata, based on their respective
            Certificate Balances, in reduction of their respective Certificate
            Balances, until the Certificate Balance of each such Class is
            reduced to zero; and,

      o     second, to the Holders of the Class A-1, Class A-2, Class A-3, and
            Class A-4 Certificates, pro rata, based on the respective amounts of
            unreimbursed Realized Losses previously allocated to each such
            Class, plus one month's interest on such Realized Losses at the
            applicable Pass-Through Rate.

            (b) On each Distribution Date, following the above-described
distributions on the Principal Balance Certificates and the Class X-1 and Class
X-Y Certificates, the Paying Agent shall withdraw amounts in the Reserve Account
and shall pay the Certificateholders on such Distribution Date such amounts in
the following priority:

            (i) first, from amounts in the Reserve Account with respect to all
      Mortgage Loans, to reimburse the Holders of the Principal Balance
      Certificates (in order of alphabetical Class designation) for any, and to
      the extent of, Realized Losses previously allocated to them; and

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

            Amounts reimbursed pursuant to Section 6.5(b)(i) shall be deemed to
be applied to reimbursement of Realized Losses previously allocated to the REMIC
II Regular Interests and the REMIC I Regular Interests in the reverse order and
priority as such Realized Losses were applied thereto.

            (c) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall distribute such Excess Interest on such Distribution Date to
the Class EI Certificates.

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

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

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

            (ii) Realized Interest Losses on each Mortgage Loan shall be
      allocated to reduce first, Distributable Certificate Interest for such
      Distribution Date, and then Unpaid Interest in each case owing on the
      Corresponding REMIC I Regular Interests (and as between the related Group
      X-Y REMIC I Regular Interest and Group PB REMIC I Regular Interest, pro
      rata based on Distributable Certificate Interest otherwise payable
      thereon); and to the extent that such Realized Interest Loss exceeds such
      amount, shall be treated as an Expense Loss; and

            (iii) Expense Losses (not otherwise applied above) realized during
      the related Collection Period shall be allocated among the REMIC I Regular
      Interests in proportion to their Certificate Balances or Notional Amounts
      (and, as between the related Group X-Y REMIC I Regular Interest and Group
      PB REMIC I Regular Interest, in proportion to Distributable Certificate
      Interest or Unpaid Interest, as applicable)after making all other
      allocations for such Distribution Date.

            (b) In the event that a Master Servicer, a Special Servicer, the
Trustee or the Fiscal Agent determines that an Advance previously made by it
(whether such Advance (together with Advance Interest thereon) was in respect of
principal or interest on the related Mortgage Loan or a Servicing Advance) is a
Nonrecoverable Advance and such Master Servicer withdraws the amount of such
Advance from the applicable Certificate Account pursuant to Section 5.2(a)
hereof (which amount shall be treated as an Available Advance Reimbursement
Amount pursuant to Section 4.6 or if the Master Servicer determines any
Unliquidated Advance has become a Nonrecoverable Advance), the applicable Master
Servicer (after consultation with the applicable Special Servicer) shall compute
the Realized Loss with respect to such Mortgage Loan (and the Paying Agent shall
allocate the Realized Loss) as follows:

            (i) the amount withdrawn from the Certificate Account shall be
      treated as Realized Principal Losses up to the amount of the aggregate
      amount in the Certificate Account allocable to principal for such
      Collection Period contemplated by clause (I)(A) of the definition of
      Principal Distribution Amount, and shall be allocated to the Corresponding
      REMIC I Regular Interest in accordance with Section 6.6(a)(i) (and to the
      extent that any Realized Principal Loss exceeds the Certificate Balance of
      the Corresponding REMIC I Regular Interest, such Realized Principal Loss
      shall be allocated to the other Corresponding REMIC I Regular Interests in
      accordance with Section 6.6(a)(iii)), and such withdrawal shall reduce the
      principal paid on each such REMIC I Regular Interest on which principal
      would otherwise be paid on such Distribution Date, in proportion to such
      principal payments; and

            (ii) if the amount that the applicable Master Servicer withdraws
      from the Certificate Account as referenced in clause (b)(i) above exceeds
      such amounts allocable to principal for such Collection Period, then such
      additional amounts shall constitute Unpaid Interest, and shall be
      allocated to the REMIC I Regular Interests on a pro rata basis based upon
      the amount of accrued and unpaid interest thereon.

            (c) At such time as a Final Recovery Determination is made with
respect to any Mortgage Loan with respect to which the applicable Master
Servicer previously had withdrawn amounts from the applicable Certificate
Account following a determination that Advances previously made were
Nonrecoverable Advances and Realized Losses were computed and allocated pursuant
to clauses (a) and (b) above, and amounts are recovered:

            (i) the portion of the amount of collections recovered on the
      Mortgage Loan that is identified and applied by the applicable Master
      Servicer as recoveries of principal shall be applied first, to make
      payments of principal on the Corresponding REMIC I Regular Interest up to
      an amount equal to the Realized Principal Losses previously allocated
      thereto as a result of the reimbursement of Nonrecoverable Advances or
      Advance Interest (and the Principal Balance of the Mortgage Loan and the
      related Certificate Balance of the Corresponding REMIC I Regular Interest
      shall be correspondingly increased), and thereafter to make payments of
      principal to the Corresponding REMIC I Regular Interests with respect to
      which principal distributions were reduced pursuant to Section 6.6(b)(i)
      above, in proportion to the amount of such reductions; and

            (ii) the portion of the amount recovered on the Mortgage Loan that
      is identified and applied by the Master Servicer as recoveries of interest
      shall be applied to make payments of Unpaid Interest on the REMIC I
      Regular Interests with respect to which Unpaid Interest was allocated
      pursuant to Section 6.6(b)(ii).

            (d) REMIC II. On each Distribution Date, all Realized Losses and
Expense Losses on the REMIC I Regular Interests for such Distribution Date (or
for prior Distribution Dates, to the extent not previously allocated) shall be
allocated to the REMIC II Regular Interests in the amounts and in the manner as
will be allocated to the Corresponding Certificates relating thereto pursuant to
Section 6.6(f). Realized Interest Losses allocated to the Class X Certificates
shall reduce the amount of interest payable on the REMIC II Regular Interests
and shall be allocated pro rata based on the product of the Certificate Balance
of each REMIC II Regular Interest and the sum of the Class X-1 Strip Rate (if
any) applicable to the Corresponding Component relating to such REMIC II Regular
Interest.

            (e) Reserved.

            (f) REMIC III. On each Distribution Date, all Realized Losses on the
REMIC II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
III Regular Certificates in Reverse Sequential Order, with such reductions being
allocated among the Class A-1, Class A-2, Class A-3 and Class A-4 and, in the
case of interest, Class X-1 and Class X-Y Certificates, pro rata, in each case
reducing (A) the Certificate Balance of such Class until such Certificate
Balance is reduced to zero (in the case of the Class A Certificates); (B) Unpaid
Interest owing to such Class to the extent thereof; and (C) Distributable
Certificate Interest owing to such Class, provided that Realized Losses shall
not reduce the Aggregate Certificate Balance of the REMIC III Regular
Certificates below the sum of the Aggregate Certificate Balances of the REMIC II
Regular Interests.

            Section 6.7 Net Aggregate Prepayment Interest Shortfalls

            On each Distribution Date, any Net Aggregate Prepayment Interest
Shortfalls in the Mortgage Loans in REMIC I (other than any Specially Designated
Co-op Mortgage Loan) shall be allocated among the REMIC I Regular Interests, pro
rata in proportion to the Accrued Certificate Interest for each such REMIC I
Regular Interest for such Distribution Date (without taking into account any
Class X-Y Interest Amount) and shall reduce Distributable Certificate Interest
for each such Interest. On each Distribution Date, any such Net Aggregate
Prepayment Interest Shortfalls in the REMIC I Regular Interests in REMIC II
shall be allocated among the REMIC II Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC II Regular Interest for
such Distribution Date (without taking into account any Class X-Y Interest
Amount) and shall reduce Distributable Certificate Interest for each such
Interest. On each Distribution Date, the amount of any such Net Aggregate
Prepayment Interest Shortfalls on the REMIC III Regular Certificates shall be
allocated to each Class of Certificates (other than the Class X-Y Certificates),
pro rata, in proportion to the amount of Accrued Certificate Interest payable to
such Class of Certificates on such Distribution Date (without taking into
account any Class X-Y Interest Amount), in each case reducing interest otherwise
payable thereon. The amount of Net Aggregate Prepayment Interest Shortfalls
allocated to a Class of Certificates pursuant to the preceding sentence shall
reduce the Distributable Certificate Interest for such Class for such
Distribution Date (without taking into account any Accrued Certificate Interest
payable to the holders of the Class X-Y Certificates on such Distribution Date).
Any Net Aggregate Prepayment Interest Shortfall arising in respect of the
Specially Designated Co-op Mortgage Loans for a Distribution Date will be
allocated to each Class of Certificates, pro rata, in proportion to the Accrued
Certificate Interest payable thereto on such Distribution Date, in each case
reducing interest otherwise payable thereon. No Prepayment Interest Shortfalls
with respect to any Serviced Companion Loan shall be allocated to any Class of
Certificates.

            Section 6.8 Adjustment of Servicing Fees

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

            Section 6.9 Appraisal Reductions

            Not later than the date on which an Appraisal Event occurs, the
applicable Special Servicer shall have obtained (A) an Appraisal of the
Mortgaged Property securing the related Mortgage Loan or Serviced Loan Group if
the Principal Balance of such Mortgage Loan exceeds $2,000,000 or (B) at the
option of the applicable Special Servicer, if such Principal Balance is less
than or equal to $2,000,000, either an internal valuation prepared by such
Special Servicer in accordance with MAI standards (which internal valuation
shall ascribe a value for any residential cooperative property based on the
value of such property as if operated as a residential cooperative) or an
Appraisal which in all cases shall be completed as of the date that such
Mortgage Loan or Serviced Loan Group becomes a Required Appraisal Loan; provided
that if the Special Servicer had completed or obtained an Appraisal or internal
valuation within the immediately prior 12 months, such Special Servicer may rely
on such Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the applicable Special
Servicer is required to obtain an Appraisal of a Mortgaged Property or prepare
an internal valuation after receipt of the notice described in clause (ii) of
the definition of Appraisal Event, such Appraisal or internal valuation will be
obtained or prepared, as the case may be, no later than 60 days after receipt of
such notice. With respect to each Mortgage Loan or Serviced Loan Group that is
cross-collateralized with any other Mortgage Loan or Serviced Loan Group, the
Appraisal or internal valuation need only be performed with respect to Mortgaged
Properties that constitute the principal security for the individual Mortgage
Loan or Serviced Loan Group to which an Appraisal Event occurs, and not with
respect to all of the Mortgaged Properties that constitute security for the
individual Mortgage Loan or Serviced Loan Group in the cross-collateralized
group. Such Appraisal or valuation shall be conducted in accordance with the
definition of "market value" as set forth in 12 C.F.R. ss. 225.62 and shall be
updated at least annually from the date of such Appraisal or valuation, as
applicable, to the extent such Mortgage Loan or Serviced Loan Group remains a
Required Appraisal Loan. The cost of any such Appraisal or valuation, if not
performed by the applicable Special Servicer, shall be an expense of the Trust
and may be paid from REO Income or, to the extent collections from such related
Mortgage Loan or Serviced Loan Group or Mortgaged Property does not cover the
expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced
by the applicable Master Servicer at the request of such Special Servicer
pursuant to Section 4.6 in which event it shall be treated as a Servicing
Advance. The applicable Master Servicer, based on the Appraisal or internal
valuation provided to it by the applicable Special Servicer, shall calculate any
Appraisal Reduction. The applicable Master Servicer shall recalculate the
Appraisal Reduction for any Mortgage Loan or Serviced Loan Group based on the
original Appraisal or updated Appraisals or internal valuations provided from
time to time to it by the applicable Special Servicer and report such amount to
the Trustee. Notwithstanding the foregoing, the terms of this Section 6.9 shall
not be applicable to any Non-Trust-Serviced Pari Passu Loan if the related Other
Special Servicer shall have performed such obligations with respect to such
Mortgage Loan or Non-Trust-Serviced Loan Group pursuant to the terms of the
applicable Other Pooling and Servicing Agreement. The applicable Special
Servicer shall provide notice of any Appraisal Event with respect to a Mortgage
Loan or Serviced Loan Group to the applicable Master Servicer, the holder of the
related Serviced Companion Loan and the Operating Adviser on the day of
determination of such Appraisal Event.

            To the extent that any provision hereof refers to Appraisal
Reductions allocated to any Mortgage Loan or Serviced Loan Group, or any Class
of Certificates, the Appraisal Reductions that have been allocated to such
Mortgage Loan or Serviced Loan Group or Class of Certificates shall be
determined as follows. Appraisal Reductions allocated to a Serviced Loan Group
shall first be allocated to the Principal Balance of the related B Note until
its Principal Balance is reduced to zero, then to the related A Note. Appraisal
Reductions allocated to any Mortgage Loan (including any A Note) shall be
allocated to the Certificate Principal Balance of the related Classes of
Principal Balance Certificates in the order of their subordination, i.e., in
Reverse Sequential Order.

            Section 6.10 Compliance with Withholding Requirements

            Notwithstanding any other provision of this Agreement to the
contrary, the Paying Agent on behalf of the Trustee shall comply with all
federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Paying Agent
reasonably believes are applicable under the Code, giving effect to all
applicable exemptions from withholding as to which the recipient has furnished
the applicable and effective certification or other documentation. The consent
of Certificateholders shall not be required for any such withholding and any
amount so withheld shall be regarded as distributed to the related
Certificateholders for purposes of this Agreement. In the event the Paying Agent
withholds any amount from payments made to any Certificateholder pursuant to
federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

            Section 6.11 Prepayment Premiums and Yield Maintenance Charges

            Any Prepayment Premiums or Yield Maintenance Charges collected with
respect to a Mortgage Loan (but not a Serviced Companion Loan, which Prepayment
Premium or Yield Maintenance Charge is payable to the holder of the related
Serviced Companion Loan) during any particular Collection Period will be
distributed by the Paying Agent on the Classes of Certificates as follows: (i)
first, the Paying Agent shall be deemed to distribute to the Trustee, as holder
of the Group PB REMIC I Regular Interest to which such Mortgage Loan relates,
any Prepayment Premiums collected on or with respect to such Mortgage Loan; and
(ii) second, the Paying Agent shall be deemed to distribute to the Trustee, as
holder of the REMIC II Regular Interests, any Prepayment Premiums deemed
distributed to the REMIC I Regular Interests, and shall be deemed to distribute
such Prepayment Premiums to the REMIC II Regular Interest then entitled to
distributions of principal from the Principal Distribution Amount (or, if more
than one Class of REMIC II Regular Interests is then entitled to distributions
of principal from the Principal Distribution Amount, such Prepayment Premiums
shall be deemed distributed among such Classes pro rata in accordance with the
relevant amounts of entitlements to distributions of principal).

            Following such deemed distributions, the Holders of the respective
Classes of Principal Balance Certificates, other than the Class H, Class J,
Class K, Class L, Class M, Class N and Class O Certificates, then entitled to
distributions of principal from the Principal Distribution Amount for such
Distribution Date, will be entitled to, and the Paying Agent on behalf of the
Trustee will pay to such Holder(s), an amount equal to, in the case of each such
Class, the product of (a) a fraction, the numerator of which is the amount
distributed as principal to the holders of that Class on that Distribution Date,
and the denominator of which is the total amount distributed as principal to the
holders of all Classes of Principal Balance Certificates on that Distribution
Date, (b) the Base Interest Fraction for the related Principal Prepayment and
that Class of Certificates and (c) the amount of Prepayment Premiums or Yield
Maintenance Charges in respect of such principal prepayment during the related
Collection Period. If there is more than one such Class of Principal Balance
Certificates entitled to distributions of principal on such Distribution Date,
the aggregate amount described in the preceding sentence will be allocated among
such Classes on a pro rata basis in accordance with the relative amounts of
entitlement to such distributions of principal. Any portion of such Prepayment
Premium or Yield Maintenance Charge that is not so distributed to the Holders of
such Principal Balance Certificates will be distributed to the Holders of the
Class X-1 Certificates. Any Prepayment Premium or Yield Maintenance Charge that
is not so distributed to the Holders of such Principal Balance Certificates will
be distributed to the Holders of the Class X-1 Certificates.

            Notwithstanding the foregoing, Yield Maintenance Charges collected
during any Collection Period with respect to any Specially Designated Co-op
Mortgage Loan will be distributed to the REMIC III Regular Certificates as
follows, with allocations to be made pursuant to the following (a) and (b) on a
pro rata basis: (a) the amount of such Yield Maintenance Charges that would have
been payable with respect to such Specially Designated Co-op Mortgage Loan if
the related mortgage interest rate was equal to 5.48% will be distributed as set
forth in the paragraph above, and (b) the amount of such Yield Maintenance
Charges actually payable during such Collection Period in excess of the amount
to be distributed pursuant to clause (a) will be distributed to the holders of
the Class X-Y Certificates. In addition, notwithstanding the prior paragraph,
Prepayment Premiums collected during any Collection Period with respect to any
Specially Designated Co-op Mortgage Loan will be distributed as follows: (a) 50%
to the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class
C, Class D, Class E, Class F, Class G and Class X-1 Certificates, allocable
among such classes as set forth in the paragraph above, and (b) 50% to the
holders of the Class X-Y Certificates.

                                   ARTICLE VII

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

            Section 7.1 Duties of the Trustee, the Fiscal Agent and the Paying
Agent

            (a) The Trustee, the Fiscal Agent and the Paying Agent each shall
undertake to perform only those duties as are specifically set forth in this
Agreement and no implied covenants or obligations shall be read into this
Agreement against the Trustee, the Fiscal Agent or the Paying Agent. Any
permissive right of the Trustee, the Fiscal Agent or the Paying Agent provided
for in this Agreement shall not be construed as a duty of the Trustee, the
Fiscal Agent or the Paying Agent. The Trustee shall exercise such of the rights
and powers vested in it by this Agreement and following the occurrence and
during the continuation of any Event of Default hereunder, the Trustee shall use
the same degree of care and skill in its exercise as a prudent Person would
exercise or use under the circumstances in the conduct of such Person's own
affairs.

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

            (c) None of the Trustee, the Fiscal Agent or the Paying Agent or any
of their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Persons shall have any
liability to the Trust or the Certificateholders arising out of or in connection
with this Agreement, except for their respective negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve the
Trustee, the Fiscal Agent, the Paying Agent or any of their respective partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents or Controlling Persons from liability for their own negligent action,
their own negligent failure to act or their own willful misconduct or bad faith;
provided that:

            (i) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be personally liable with respect to any action taken, suffered or
      omitted to be taken by it in its reasonable business judgment in
      accordance with this Agreement or at the direction of Holders of
      Certificates evidencing not less than a majority of the outstanding
      Certificate Balance of the Certificates;

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

            (iii) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be responsible for any act or omission of any Master Servicer, any
      Special Servicer, the Depositor or any Seller, or for the acts or
      omissions of each other, including, without limitation, in connection with
      actions taken pursuant to this Agreement;

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

            (v) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be under any obligation to appear in, prosecute or defend any legal action
      which is not incidental to its duties as Trustee, Fiscal Agent or Paying
      Agent, as applicable, in accordance with this Agreement. In such event,
      all legal expense and costs of such action shall be expenses and costs of
      the Trust and if applicable, the holder of the related Serviced Companion
      Loan, and the Trustee, the Fiscal Agent and the Paying Agent shall be
      entitled to be reimbursed therefor from the Certificate Account pursuant
      to Section 5.2(a)(vi); and

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be charged with knowledge of any failure by any Master Servicer or any
      Special Servicer or by each other to comply with its obligations under
      this Agreement or any act, failure, or breach of any Person upon the
      occurrence of which the Trustee, the Fiscal Agent or the Paying Agent may
      be required to act, unless a Responsible Officer of the Trustee, the
      Fiscal Agent or the Paying Agent, as the case may be, obtains actual
      knowledge of such failure.

            Section 7.2 Certain Matters Affecting the Trustee, the Fiscal Agent
and the Paying Agent

            (a) Except as otherwise provided in Section 7.1:

            (i) the Trustee, the Fiscal Agent and the Paying Agent each may
      request, and may rely and shall be protected in acting or refraining from
      acting upon any resolution, Officer's Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document
      believed by it to be genuine and to have been signed or presented by the
      proper party or parties;

            (ii) the Trustee, the Fiscal Agent and the Paying Agent each may
      consult with counsel and the advice of such counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action taken or suffered or omitted by it hereunder in good faith
      and in accordance with such advice or Opinion of Counsel;

            (iii) none of the Trustee, the Fiscal Agent, or the Paying Agent or
      any of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be personally liable for any action taken, suffered or omitted by
      such Person in its reasonable business judgment and reasonably believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

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

            (v) the Trustee, the Fiscal Agent and the Paying Agent each may
      execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys, which
      agents or attorneys shall have any or all of the rights, powers, duties
      and obligations of the Trustee, the Fiscal Agent and the Paying Agent
      conferred on them by such appointment; provided that each of the Trustee,
      the Fiscal Agent and the Paying Agent, as the case may be, shall continue
      to be responsible for its duties and obligations hereunder and shall not
      be liable for the actions or omissions of any Master Servicer, any Special
      Servicer, the Depositor or the actions or omissions of each other;

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be required to obtain a deficiency judgment against a Mortgagor;

            (vii) none of the Trustee, the Fiscal Agent or the Paying Agent
      shall be required to expend its own funds or otherwise incur any financial
      liability in the performance of any of its duties hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such liability is not assured to it;

            (viii) none of the Trustee, the Fiscal Agent or the Paying Agent
      shall be liable for any loss on any investment of funds pursuant to this
      Agreement;

            (ix) unless otherwise specifically required by law, none of the
      Trustee, the Fiscal Agent or the Paying Agent shall be required to post
      any surety or bond of any kind in connection with the execution or
      performance of its duties hereunder; and

            (x) except as specifically provided hereunder in connection with the
      performance of its specific duties, none of the Trustee, the Fiscal Agent
      or the Paying Agent shall be responsible for any act or omission of any
      Master Servicer, any Special Servicer, the Depositor or of each other.

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

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

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

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

            (f) If, in connection with any Distribution Date, the Trustee or
Paying Agent has reported to the Depository the anticipated amount of the
distribution to be made to the Depository on such Distribution Date and the
timing of the receipt from a Master Servicer of any Principal Prepayment or
Balloon Payment requires modification of such anticipated amount of the
distribution to be made to the Depository, the Trustee or Paying Agent will use
commercially reasonable efforts to cause the Depository to revise the amount of
the distribution on a timely basis so that such Principal Prepayments or Balloon
Payments will be included in the Available Distribution Amount for such
Distribution Date. None of the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicers and the Special Servicers will be liable or held responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the
making of such distribution to Certificateholders.

            Section 7.3 The Trustee, the Fiscal Agent and the Paying Agent Not
Liable for Certificates or Interests or Mortgage Loans

            The Trustee, the Fiscal Agent and the Paying Agent each makes no
representations as to the validity or sufficiency of this Agreement, the
information contained in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or Prospectus for the
REMIC III Regular Certificates or Residual Certificates (other than the
Certificate of Authentication on the Certificates if the Paying Agent is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee, the Fiscal Agent and the Paying
Agent represents that, assuming due execution and delivery by the other parties
hereto, this Agreement has been duly authorized, executed and delivered by it
and constitutes its valid and binding obligation, enforceable against it in
accordance with its terms except that such enforceability may be subject to (A)
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally, and (B) general principles of
equity regardless of whether such enforcement is considered in a proceeding in
equity or at law and (ii) the Trustee represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. None of the
Trustee, the Fiscal Agent or the Paying Agent shall be accountable for the use
or application by the Depositor or any Master Servicer or any Special Servicer
or by each other of any of the Certificates or any of the proceeds of such
Certificates, or for the use or application by the Depositor or any Master
Servicer or any Special Servicer or by each other of funds paid in consideration
of the assignment of the Mortgage Loans to the Trust or deposited into the
Distribution Account or any other fund or account maintained with respect to the
Certificates or any account maintained pursuant to this Agreement or for
investment of any such amounts. No recourse shall be had for any claim based on
any provisions of this Agreement, the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement, the
Prospectus or the Certificates (except with respect to the Trustee, the Fiscal
Agent and the Paying Agent to the extent of information furnished by the
Trustee, the Fiscal Agent and the Paying Agent under the caption entitled
"DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying
Agent, Certificate Registrar and Authenticating Agent" in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement), the Mortgage Loans
or the assignment thereof against the Trustee, the Fiscal Agent or the Paying
Agent in such Person's individual capacity and any such claim shall be asserted
solely against the Trust or any indemnitor who shall furnish indemnity as
provided herein. None of the Trustee, the Fiscal Agent or the Paying Agent shall
be liable for any action or failure of any action by the Depositor or any Master
Servicer or any Special Servicer or by each other hereunder. None of Trustee,
the Fiscal Agent or the Paying Agent shall at any time have any responsibility
or liability for or with respect to the legality, validity or enforceability of
the Mortgages or the Mortgage Loans, or the perfection and priority of the
Mortgages or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust or its ability to generate the payments to
be distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of any Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or any Master Servicer or any Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to the receipt by a Responsible
Officer of the Trustee of notice or other discovery of any non compliance
therewith or any breach thereof; any investment of monies by or at the direction
of any Master Servicer or any Special Servicer or any loss resulting therefrom;
the failure of any Master Servicer or any Sub-Servicer or any Special Servicer
to act or perform any duties required of it on behalf of the Trustee hereunder;
or any action by the Trustee taken at the instruction of any Master Servicer or
any Special Servicer.

            Section 7.4 The Trustee, the Fiscal Agent and the Paying Agent May
Own Certificates

            Each of the Trustee, the Fiscal Agent and the Paying Agent in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be.

            Section 7.5 Eligibility Requirements for the Trustee, the Fiscal
Agent and the Paying Agent

            The Trustee hereunder shall at all times be (i) an institution
insured by the FDIC, (ii) a corporation, national bank or national banking
association organized and doing business under the laws of the United States of
America and any state thereof, authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A-1" (without regard to plus or minus) by S&P and whose long-term senior
unsecured debt, or that of its fiscal agent, if applicable, is at all times
rated not less than "AA-" by Fitch (or, if the Trustee is rated "A+" by Fitch, a
short-term rating of at least "F-1+" in the case of Fitch) and "A+" by S&P,
unless a Fiscal Agent is appointed that has a long-term unsecured debt rating
that is at least "A+" by S&P and a short-term unsecured debt rating that is at
least "A-1" by S&P, in which case such Trustee's long-term unsecured debt will
be permitted to be rated not less than "A" by S&P or otherwise acceptable to the
Rating Agencies as evidenced by a Rating Agency Confirmation. If such
corporation, national bank or national banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation, national bank or
national banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee or the Fiscal Agent shall resign
immediately in the manner and with the effect specified in Section 7.6.

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

            Section 7.6 Resignation and Removal of the Trustee, the Fiscal Agent
or the Paying Agent

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

            (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), or (iv) the continuation of the Trustee as such
would result in a downgrade, qualification or withdrawal of the rating by the
Rating Agencies of any Class of Certificates with a rating as evidenced in
writing by the Rating Agencies or (v) with respect with the initial Trustee, a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings required by clause (iii) of Section 7.5, then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicers and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed and has accepted such
appointment. In the case of the removal of the initial Trustee, the Depositor
shall also remove the Fiscal Agent. In this case, the procedures and liability
for costs of such removal shall be the same as they are stated in subsection (c)
of this Section 7.6 with respect to the Fiscal Agent.

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

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

            (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
and to the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

            (f) Any resignation or removal of the Trustee, the Fiscal Agent or
the Paying Agent, as the case may be, and appointment of a successor trustee,
fiscal agent or paying agent pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor trustee,
fiscal agent or paying agent, as the case may be, as provided in Section 7.7.
Upon any succession of the Trustee, the Fiscal Agent or the Paying Agent under
this Agreement, the predecessor Trustee, the Fiscal Agent or Paying Agent, as
the case may be, shall be entitled to the payment of compensation and
reimbursement agreed to under this Agreement for services rendered and expenses
incurred. The Trustee, the Fiscal Agent or the Paying Agent shall not be liable
for any action or omission of any successor Trustee, Fiscal Agent or Paying
Agent, as the case may be.

            Section 7.7 Successor Trustee, Fiscal Agent or Paying Agent

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

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

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

            Section 7.8 Merger or Consolidation of Trustee, Fiscal Agent or
Paying Agent

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

            Section 7.9 Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian

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

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

            (c) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

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

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

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

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

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

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

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

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

            (h) The Trustee shall pay the reasonable compensation of the
co-trustees, separate trustees or custodians appointed by the Trustee pursuant
to this Section 7.9 to the extent, and in accordance with the standards,
specified in Section 7.12 hereof.

            (i) Subject to the consent of the Depositor, which consent shall not
be unreasonably withheld, the Trustee, at its sole cost and expense, may appoint
at any time a successor Custodian. Until such time as the Trustee appoints a
successor Custodian, the Trustee shall be the Custodian hereunder. Upon the
appointment of a successor custodian, the Trustee and the Custodian shall enter
into a custodial agreement.

            Section 7.10 Authenticating Agents

            (a) The Paying Agent shall serve as the initial Authenticating Agent
hereunder for the purpose of executing and authenticating Certificates. Any
successor Authenticating Agent must be acceptable to the Depositor and must be a
corporation or national bank organized and doing business under the laws of the
United States of America or of any state and having a principal office and place
of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $50,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.

            (b) Any Person into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of the
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice of termination to the
Authenticating Agent and the Depositor; provided that the Trustee may not
terminate the Paying Agent as Authenticating Agent unless the Paying Agent shall
be removed as Paying Agent hereunder. Upon receiving a notice of resignation or
upon such a termination, or in case at any time the Authenticating Agent shall
cease to be eligible in accordance with the provisions of Section 7.10(a), the
Trustee may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Depositor and shall mail notice of such appointment
to all Holders of Certificates. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. No such Authenticating
Agent shall be appointed unless eligible under the provisions of Section
7.10(a). No Authenticating Agent shall have responsibility or liability for any
action taken by it as such at the direction of the Trustee.

            Section 7.11 Indemnification of Trustee, Fiscal Agent and the Paying
Agent

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

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

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

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

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

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents and Controlling Persons from and against
any loss, claim, damage or liability, joint or several, and any action in
respect thereof, to which the Trustee, the Fiscal Agent, the Certificate
Registrar or the Paying Agent, as the case may be, their respective partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents or Controlling Person may become subject under the 1933 Act, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Private Placement Memorandum, the Preliminary Prospectus Supplement, the
Final Prospectus Supplement or the Prospectus, or arises out of, or is based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents or Controlling Person for any
legal and other expenses reasonably incurred by the Trustee, the Fiscal Agent,
the Certificate Registrar or the Paying Agent, as the case may be, or any such
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person in investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action;
provided that the Depositor shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission made in
any such Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus in reliance upon and in conformity with
written information concerning the Trustee, the Fiscal Agent, the Certificate
Registrar or the Paying Agent, as the case may be, furnished to the Depositor by
or on behalf of such Person specifically for inclusion therein. It is hereby
expressly agreed that the only written information provided by the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
for inclusion in the Preliminary Prospectus Supplement and Final Prospectus
Supplement is set forth (i) in the case of the Trustee in the second, fourth and
fifth sentences under the caption entitled "DESCRIPTION OF THE OFFERED
CERTIFICATES--The Trustee, Fiscal Agent, Paying Agent, Certificate Registrar and
Authenticating Agent--The Trustee", (ii) in the case of the Fiscal Agent in the
seventh and eighth sentences under the caption entitled "DESCRIPTION OF THE
OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying Agent, Certificate
Registrar and Authenticating Agent--The Fiscal Agent" and (iii) in the case of
the Paying Agent in the third sentence under the caption entitled "DESCRIPTION
OF THE OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying Agent,
Certificate Registrar and Authenticating Agent--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 partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents or Controlling Person to indemnification hereunder, whereupon the
Depositor shall assume the defense of any such claim (with counsel reasonably
satisfactory to such Person) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

            Section 7.12 Fees and Expenses of Trustee, the Fiscal Agent and the
Paying Agent

            The  Trustee  shall be  entitled to receive the Trustee Fee (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 applicable Master Servicer, the Trustee or the Paying
Agent, as the case may be, shall request that such Master Servicer make such
distribution as promptly as practicable or legally permitted. If the Trustee or
the Paying Agent, as the case may be, shall subsequently receive any such
amount, it may withdraw such request.

            Section 7.14 Trustee to Act; Appointment of Successor

            (a) On and after the time a Master Servicer is terminated pursuant
to this Agreement in accordance with Sections 8.28 and 8.29, the Trustee shall
be the successor in all respects to such Master Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on such
Master Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by such Master
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of such Master
Servicer contained in this Agreement or (ii) any obligation incurred by such
Master Servicer prior to its termination or resignation (including, without
limitation, such Master Servicer's obligation to repay losses resulting from the
investment of funds in any account established under this Agreement), except any
ongoing obligations to the Primary Servicers arising after the termination of
such Master Servicer from their servicing rights and obligations under the
applicable Primary Servicing Agreement. In the Trustee's capacity as such
successor, the Trustee shall have the same limitations on liability granted to
such Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to such Master
Servicer set forth in this Agreement, including, without limitation, the Master
Servicing Fee.

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

            (c) On and after the time a Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to such Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall,
subject to Section 9.21(d), have all the rights and powers and be subject to all
the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on such Special Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by such Special Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
such Special Servicer contained in this Agreement or (ii) any obligation
incurred by such Special Servicer prior to its termination or resignation. In
the Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability granted to such Special Servicer in this Agreement. As
compensation therefor, the Trustee shall, subject to Section 9.21(d), be
entitled to receive all the compensation payable to such Special Servicer set
forth in this Agreement, including, without limitation the Special Servicer
Compensation.

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

            Section 7.15 Notification to Holders

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

            Section 7.16 Representations and Warranties of the Trustee, the
Fiscal Agent and the Paying Agent

            (a) The Trustee hereby represents and warrants as of the date hereof
that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (v) there are no actions, suits or proceeding pending or, to the
      best of the Paying Agent's knowledge, threatened, against the Paying Agent
      that, either in one instance or in the aggregate, would draw into question
      the validity of this Agreement, or which would be likely to impair
      materially the ability of the Paying Agent to perform under the terms of
      this Agreement.

            Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee, the Fiscal Agent and the Paying Agent

            Each of the  Trustee,  the Fiscal Agent and the Paying  Agent,  at
its own  respective  expense,  shall  maintain in effect a Fidelity Bond and a
Errors and Omissions  Insurance  Policy.  The Errors and  Omissions  Insurance
Policy and  Fidelity  Bond shall be issued by a Qualified  Insurer in form and
in amount  customary for  trustees,  fiscal agents or paying agents in similar
transactions  (unless the Trustee,  the Fiscal Agent or the Paying  Agent,  as
the case may be, self insures as provided  below).  In the event that any such
Errors  and  Omissions  Insurance  Policy  or  Fidelity  Bond  ceases to be in
effect,  the Trustee,  the Fiscal Agent or the Paying  Agent,  as the case may
be, shall obtain a  comparable  replacement  policy or bond from an insurer or
issuer  meeting  the  requirements  set  forth  above  as of the  date of such
replacement.  So long as the long-term debt rating of the Trustee,  the Fiscal
Agent or the Paying  Agent,  as the case may be, is not less than "A" as rated
by S&P and Fitch, if rated by S&P and Fitch,  respectively,  the Trustee,  the
Fiscal Agent or the Paying Agent,  as the case may be, may self-insure for the
Fidelity Bond and the Errors and Omissions Insurance Policy.

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1 Servicing Standard; Servicing Duties

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole
and, solely as it relates to any Serviced Loan Group, for the benefit of the
holders of the related Serviced Companion Loans, the Master Servicers shall
service and administer the Mortgage Loans and the Serviced Companion Loans, in
accordance with the Servicing Standard and the terms of this Agreement (subject
to the servicing of any Non-Trust-Serviced Pari Passu Loan by the applicable
Other Master Servicer and the applicable Other Special Servicer in accordance
with the related Other Pooling and Servicing Agreement). The General Master
Servicer shall be the Master Servicer with respect to all the Mortgage Loans
(other than the NCB, FSB Loans and the Non-Trust-Serviced Pari Passu Loans) and
other assets in the Trust (other than the NCB Trust Assets) and, as such, shall
service and administer such assets as shall be required of such Master Servicer
hereunder with respect to such of the Trust assets. The NCB Master Servicer
shall be the Master Servicer with respect to the NCB Trust Assets and, as such,
shall service and administer the NCB Trust Assets as shall be required of such
Master Servicer hereunder with respect to the NCB Trust Assets. In addition,
with respect to each Non-Trust-Serviced Pari Passu Loan, the Master Servicers
shall enforce the rights of the Trustee, as holder of such Pari Passu Loan,
under the related Intercreditor Agreement and related Other Pooling and
Servicing Agreement; provided, however, that any expenses incurred by the Master
Servicers in connection with such enforcement shall be a Servicing Advance.
Certain of the provisions of this Article VIII make explicit reference to their
applicability to Mortgage Loans and any Serviced Companion Loan; notwithstanding
such explicit references, references to "Mortgage Loans," "Specially Serviced
Mortgage Loans," "REO Mortgage Loan" and "REO Property" contained in this
Article VIII, unless otherwise specified, shall be construed to refer also to
such Serviced Companion Loans (but any other terms that are defined in Article I
and used in this Article VIII shall be construed according to such definitions
without regard to this sentence). In addition, certain of the provisions of this
Article VIII make explicit reference to their non-applicability to
Non-Trust-Serviced Pari Passu Loans; notwithstanding such explicit references,
references to "Mortgage Loans" and "Mortgaged Property" contained in this
Article VIII, unless otherwise specified to include the Non-Trust-Serviced Pari
Passu Loans, the obligations of the Master Servicers or Special Servicers
pursuant to this Agreement, shall be construed to exclude the Non-Trust-Serviced
Pari Passu Loans and any related real property (but any other terms that are
defined in Article I and used in this Article VIII shall be construed according
to such definitions without regard to this sentence).

            Notwithstanding anything contained in Article IV or in this Article
VIII to the contrary, the Master Servicers will not be required to make any
Servicing Advances with respect to the Non-Trust-Serviced Pari Passu Loans.

            In connection with such servicing and administration, each Master
Servicer shall service in accordance with the Servicing Standard; provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by the applicable Master Servicer of the collectability of
payments on the Mortgage Loans or shall be construed as impairing or adversely
affecting any rights or benefits specifically provided by this Agreement to the
applicable Master Servicer, including with respect to Master Servicing Fees or
the right to be reimbursed for Advances.

            (b) The applicable Master Servicer, in the case of an event
specified in clause (x) of this subclause (b), and the applicable Special
Servicer, in the case of an event specified in clause (y) of this subclause (b),
shall each send a written notice to the other and to the Trustee and the Paying
Agent, the Operating Adviser, each Seller and, in the case of a Serviced Loan
Group, the related holders of the Serviced Companion Loans, within two Business
Days after becoming aware (x) that a Servicing Transfer Event has occurred with
respect to a Mortgage Loan or (y) that a Mortgage Loan has become a
Rehabilitated Mortgage Loan, which notice shall identify the applicable Mortgage
Loan and, in the case of an event specified in clause (x) of this subclause (b)
above, the Servicing Transfer Event that occurred.

            (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if any of the applicable Master Servicer, the applicable Special
Servicer or the applicable Primary Servicer has actual knowledge of any event
giving rise to a claim under an Environmental Insurance Policy, such Person
shall notify the related Master Servicer, the related Special Servicer and the
related Primary Servicer, as applicable, to such effect and such Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard
and the terms and conditions of such Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer or the
applicable Special Servicer as a Servicing Advance.

            (d) In connection with any extension of the Maturity Date of a
Mortgage Loan that is the subject of an Environmental Insurance Policy, the
applicable Master Servicer shall give prompt written notice of such extension to
the insurer under the Environmental Insurance Policy and shall execute such
documents as are reasonably required by such insurer to procure an extension of
such policy (if available).

            Section 8.2 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Master Servicers

            Each Master Servicer, at its expense, shall maintain in effect a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The
Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall
be issued by a Qualified Insurer (unless a Master Servicer self insures as
provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the applicable Master
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of a Master Servicer (or its
corporate parent) is not in any event less than "A" as rated by S&P and Fitch,
respectively, such Master Servicer may self-insure for the Servicer Fidelity
Bond and the Servicer Errors and Omissions Insurance Policy.

            Section 8.3 Master Servicers' General Power and Duties

            (a) Each Master Servicer shall service and administer the Mortgage
Loans (other than each Non-Trust-Serviced Pari Passu Loan) and shall, subject to
Sections 8.7, 8.18, 8.19, 8.27 and 9.39 and Article XII hereof and as otherwise
provided herein and by the Code, have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such
servicing and administration in accordance with the Servicing Standard. To the
extent consistent with the foregoing and subject to any express limitations and
provisions set forth in this Agreement (and, in the case of any Serviced Loan
Group, subject to the applicable Intercreditor Agreement), such power and
authority shall include, without limitation, the right, subject to the terms
hereof, (A) to execute and deliver, on behalf of the Certificateholders (and, in
connection with any Serviced Loan Group, the holders of the related Serviced
Companion Loans) and the Trustee, customary consents or waivers and other
instruments and documents (including, without limitation, estoppel certificates,
financing statements, continuation statements, title endorsements and reports
and other documents and instruments necessary to preserve and maintain the lien
on the related Mortgaged Property and related collateral), (B) to consent to
assignments and assumptions or substitutions, and transfers of interest of any
Mortgagor, in each case subject to and in accordance with the terms of the
related Mortgage Loan and Section 8.7, (C) to collect any Insurance Proceeds,
(D) subject to Section 8.7, to consent to any subordinate financings to be
secured by any related Mortgaged Property to the extent that such consent is
required pursuant to the terms of the related Mortgage or which otherwise is
required, and, subject to Section 8.7, to consent to any mezzanine debt to the
extent such consent is required pursuant to the terms of the related Mortgage;
(E) to consent to the application of any proceeds of insurance policies or
condemnation awards to the restoration of the related Mortgaged Property or
otherwise and to administer and monitor the application of such proceeds and
awards in accordance with the terms of the Mortgage Loan as the applicable
Master Servicer deems reasonable under the circumstances, (F) to execute and
deliver, on behalf of the Certificateholders (and, in connection with any
Serviced Loan Group, the holder of the related Serviced Companion Loan) and the
Trustee, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties, including agreements
and requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset
managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes, any Serviced Companion Loan under the terms of the Mortgage, including
all rights of consent or approval thereunder, (J) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other
leasing or rental arrangements which may be requested by the Mortgagor or the
Mortgagor's tenants, (K) to join the Mortgagor in granting, modifying or
releasing any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged
Properties to the extent such does not adversely affect the value of the related
Mortgage Loan or Mortgaged Property, (L) to execute and deliver, on behalf of
itself, the Trustee, the Trust (and, in connection with any Serviced Loan Group,
the holder of the related Serviced Companion Loan) or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties, and (M) cause to be held on
behalf of the Trustee, in accordance with the terms of any Mortgage Loan and
this Agreement, Defeasance Collateral. The foregoing clauses (A) through (M) are
referred to collectively as "Master Servicer Consent Matters." In addition, each
Master Servicer, consistent with the Servicing Standard, may waive any default
interest and Late Fees with respect to its Mortgage Loans that are not Specially
Serviced Mortgage Loans; provided that, to the extent the applicable Master
Servicer waives any default interest and Late Fees, any outstanding Advance
Interest with respect to the related Mortgage Loan that would otherwise have
been paid out of such default interest and Late Fees shall be paid out of the
additional servicing compensation payable to such Master Servicer with respect
to that Mortgage Loan; and provided, further, that if no additional servicing
compensation is available to offset the outstanding Advance Interest with
respect to the Mortgage Loan that would otherwise be offset by the default
interest and Late Fees, then the applicable Master Servicer shall not waive such
default interest and Late Fees unless it is the first such waiver with respect
to the subject Mortgage Loan under such circumstances.

            Notwithstanding the above, the Master Servicers shall have no power
to (i) waive any Prepayment Premiums or (ii) consent to any modification of a
Money Term. In addition, subject to the Servicing Standard, the Master Servicers
shall not accept any prepayment of principal with respect to any Mortgage Loan
on any date other than the related Due Date unless such payment is accompanied
by a payment of the interest due with respect to such Mortgage Loan up to the
next succeeding Due Date or unless such prepayment is required to be permitted
under the related Mortgage Loan documents on a date other than the related Due
Date. Nothing contained in this Agreement shall limit the ability of the Master
Servicers to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB,
FSB Subordinate Debt Conditions have been satisfied in which case a subordinate
loan may be secured by a mortgage lien on the related Mortgaged Property),
accept deposits from and otherwise generally engage in any kind of business or
dealings with any Mortgagor as though the Master Servicers were not a party to
this Agreement or to the transactions contemplated hereby; provided, however,
that this sentence shall not modify the Servicing Standard.

            (b) No Master Servicer shall be obligated to service and administer
the Mortgage Loans which have become and continue to be Specially Serviced
Mortgage Loans, except as specifically provided herein. Such Master Servicer
shall be required to make all calculations and prepare all reports required
hereunder with respect to such Specially Serviced Mortgage Loans (other than
calculations and reports expressly required to be made by the applicable Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances as set forth herein and render such incidental
services with respect to such Specially Serviced Mortgage Loans, all as are
specifically provided for herein, but shall have no other servicing or other
duties with respect to such Specially Serviced Mortgage Loans. Each Master
Servicer shall give notice within three Business Days to the applicable Special
Servicer of any collections it receives from any Specially Serviced Mortgage
Loans, subject to changes agreed upon from time to time by such Special Servicer
and such Master Servicer. Each Special Servicer shall instruct within one
Business Day after receiving such notice the applicable Master Servicer on how
to apply such funds. The applicable Master Servicer within one Business Day
after receiving such instructions shall apply such funds in accordance with the
applicable Special Servicer's instructions. Each Mortgage Loan that becomes a
Specially Serviced Mortgage Loan shall continue as such until such Mortgage Loan
becomes a Rehabilitated Mortgage Loan. No Master Servicer shall be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

            (c) Concurrently with the execution of this Agreement, the Trustee
shall sign the Powers of Attorney attached hereto as Exhibit S-1A and Exhibit
S-1B. The Master Servicer, shall promptly notify the Trustee of the recording of
any document on behalf of the Trustee under such Power-of-Attorney. From time to
time until the termination of the Trust, upon receipt of additional unexecuted
powers of attorney from the Master Servicers or the Special Servicers, the
Trustee shall execute and return to any Master Servicer, any Special Servicer or
any Primary Servicer any additional powers of attorney and other documents
necessary or appropriate to enable such Master Servicer and such Special
Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance,
repair, leasing or marketing of the Mortgaged Properties. Each Master Servicer
shall indemnify the Trustee for any costs, liabilities and expenses (including
attorneys' fees) incurred by the Trustee in connection with the intentional or
negligent misuse of such power of attorney by a Master Servicer. Notwithstanding
anything contained herein to the contrary, neither the Master Servicers nor the
Special Servicers shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding directly relating to the servicing of the Mortgage
Loans solely under the Trustee's name without indicating the Master Servicer's
or Special Servicer's, as applicable, representative capacity, (ii) initiate any
other action, suit or proceeding not directly relating to the servicing of the
Mortgage Loans (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or the Sellers for breaches
of representations and warranties) solely under the Trustee's name, (iii) engage
counsel to represent the Trustee in any action, suit or proceeding not directly
related to the servicing of the Mortgage Loans (including but not limited to
actions, suits or proceedings against Certificateholders, or against the
Depositor or the Sellers for breaches of representations and warranties, or (iv)
prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any other actions with the intent to
cause, and that actually causes, the Trustee to be registered to do business in
any state. The limitations of the preceding clause shall not be construed to
limit any duty or obligation imposed on the Trustee under any other provision of
this Agreement.

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

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

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

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

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

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

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

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

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

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

            (g) With respect to each Mortgage Loan, if required by the terms of
the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the
applicable Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by such Master
Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required
pursuant to the related Mortgage Loan documents. The applicable Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the
related Mortgage Loan documents, any Lock-Box Agreement and in accordance with
the Servicing Standard.

            (h) The applicable Master Servicer or any Primary Servicer on its
behalf shall process all defeasances of Mortgage Loans in accordance with the
terms of the Mortgage Loan documents, and shall be entitled to any fees paid
relating thereto. The applicable Master Servicer shall not permit defeasance (or
partial defeasance if permitted under the Mortgage Loan) of any Mortgage Loan on
or before the second anniversary of the Closing Date unless such defeasance will
not result in an Adverse REMIC Event and such Master Servicer has received an
opinion of counsel to such effect and all items in the following sentence have
been satisfied. Subsequent to the second anniversary of the Closing Date, the
applicable Master Servicer, in connection with the defeasance of a Mortgage Loan
shall require (to the extent it is not inconsistent with the Servicing Standard)
that: (i) the defeasance collateral consists of "government securities" as
defined in the 1940 Act, subject to Rating Agency approval, (ii) such Master
Servicer has received evidence satisfactory to it, that the defeasance will not
result in an Adverse REMIC Event, (iii) either (A) the related Mortgagor
designates a Single-Purpose Entity (if the Mortgagor no longer complies) to own
the Defeasance Collateral (subject to customary qualifications) or (B) such
Master Servicer has established a Single-Purpose Entity to hold all Defeasance
Collateral relating to the Defeasance Loans (in its corporate capacity and not
as agent of or on behalf of the Trust or the Trustee), (iv) such Master Servicer
has requested and received from the Mortgagor (A) an opinion of counsel that the
Trustee will have a perfected, first priority security interest in such
Defeasance Collateral and (B) written confirmation from a firm of independent
accountants stating that payments made on such Defeasance Collateral in
accordance with the terms thereof will be sufficient to pay the subject Mortgage
Loan (or the defeased portion thereof in connection with a partial defeasance)
in full on or before its Maturity Date (or, in the case of the ARD Loan, on or
before its Anticipated Repayment Date) and to timely pay each subsequent
Scheduled Payment, (v) (A) such Master Servicer shall receive a Rating Agency
Confirmation if the Mortgage Loan (together with any other Mortgage Loan with
which it is cross-collateralized) has a Principal Balance greater than the
lesser of $20,000,000 and 5% of the Aggregate Certificate Balance (or such
higher threshold as shall be published by S&P), unless such Rating Agency has
waived in writing such Rating Agency Confirmation requirement or (B) if the
Mortgage Loan is less than or equal to both of the amounts set forth in clause
(A), either a Notice and Certification in the form attached hereto as Exhibit Z
(or such less restrictive form as shall be adopted by S&P) or a Rating Agency
Confirmation is received from S&P and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the applicable Master Servicer pursuant to this Section 8.3(h) shall be paid
by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document, if so allowed by the terms of such
documents.

            The parties hereto acknowledge that, if a Seller shall have breached
the representation set forth under the heading "Releases of Mortgaged Property"
in Exhibit 2 to the Mortgage Loan Purchase Agreements, regarding the obligations
of a Mortgagor to pay the costs of a tax opinion associated with the full or
partial release or substitution of collateral for a Mortgage Loan because the
related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, to the extent an amount is due and not paid by the
Mortgagor, then the sole obligation of the related Seller shall be to pay for
such tax opinion. In addition, the parties hereto acknowledge that, if a Seller
shall have breached the representation set forth under the heading "Defeasance
and Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance or assumption of the related Mortgage Loan, because
the related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, including, but not limited to, amounts owed to one or
both Rating Agencies, then the sole obligation of the related Seller shall be to
pay an amount equal to such insufficiency or expense to the extent the related
Mortgagor is not required to pay such amount. Promptly upon receipt of notice of
such insufficiency or unpaid expenses or costs, the applicable Master Servicer
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account or in the case of any Serviced Loan Group, the
Serviced Companion Loan Custodial Account. The related Seller shall have no
obligation to pay for any of the foregoing costs if the applicable Mortgagor has
an obligation to pay for such costs.

            In the case of a Specially Serviced Mortgage Loan, the applicable
Master Servicer shall process any defeasance of such Specially Serviced Mortgage
Loan in accordance with the original terms of the respective Mortgage Loan
documents following a request by the applicable Special Servicer that such
Master Servicer do so, which request shall be accompanied by a waiver of any
condition of defeasance that an "event of default" under such Specially Serviced
Mortgage Loan not have occurred or be continuing, and such Master Servicer shall
be entitled to any fees paid relating to such defeasance. If such "event of
default" is on account of an uncured payment default, the applicable Special
Servicer will process the defeasance of such Specially Serviced Mortgage Loan,
and such Special Servicer shall be entitled to any fees paid relating to such
defeasance.

            (i) The applicable Master Servicer shall, as to each Mortgage Loan
which is secured by the interest of the related Mortgagor under a ground lease,
confirm whether or not on or prior to the date that is thirty (30) days after
receipt of the related Servicer Mortgage File by such Master Servicer (or
Primary Servicer, if applicable), the Seller has notified the related ground
lessor of the transfer of such Mortgage Loan to the Trust pursuant to this
Agreement, and informed such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to such Master Servicer (as
evidenced by delivery of a copy thereof to such Master Servicer). Such Master
Servicer shall promptly notify the ground lessor if the Seller has failed to do
so by the thirtieth day after the Closing Date.

            (j) Pursuant to the related Intercreditor Agreement, with respect to
each A/B Mortgage Loan, the holder of the related B Note has agreed that the
General Master Servicer and the related Special Servicer are authorized and
obligated to service and administer such B Note pursuant to this Agreement. The
General Master Servicer shall be entitled, during any period when an A/B
Mortgage Loan does not constitute a Specially Serviced Mortgage Loan, to
exercise the rights and powers granted under the related Intercreditor Agreement
to the "Note A Holder," "Lead Lender" and/or the "Master Servicer" or the
"Servicer" (as the context requires) referred to therein, subject to the
limitations of the related Intercreditor Agreement. For the avoidance of doubt,
the parties acknowledge that neither the General Master Servicer nor the General
Special Servicer shall be entitled or required to exercise the rights and powers
granted to the "Note B Holder" or "Co-Lender" each as defined under the related
Intercreditor Agreement. Nothing in this Section 8.3(j) shall be construed to
add to or expand the responsibilities and duties of the Master Servicers or the
Special Servicers as expressly set forth in this Agreement and the related
Intercreditor Agreement with respect to any of the Subordinate Notes. To the
extent of any conflicts between the provisions of this Agreement with respect to
the servicing and administration of the Subordinate Notes and the provisions of
the related Intercreditor Agreement, the provisions of the related Intercreditor
Agreement shall control.

            (k) Pursuant to each Intercreditor Agreement with respect to a
Non-Trust-Serviced Loan Group, the owner of the related Non-Trust-Serviced Pari
Passu Loan has agreed that such owner's rights in, to and under such
Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other
rights of the applicable Other Master Servicer and the applicable Other Special
Servicer, and the applicable Other Master Servicer and the applicable Other
Special Servicer are authorized and obligated to service and administer such
Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other Pooling and
Servicing Agreement. Notwithstanding anything herein to the contrary, the
parties hereto acknowledge and agree that the General Master Servicer's
obligations and responsibilities hereunder and the General Master Servicer's
authority with respect to each Non-Trust-Serviced Pari Passu Loan are limited by
and subject to the terms of the related Intercreditor Agreement and the rights
of the applicable Other Master Servicer and the applicable Other Special
Servicer with respect thereto under the applicable Other Pooling and Servicing
Agreement. The General Master Servicer shall use reasonable efforts consistent
with the Servicing Standard to enforce the rights of the Trustee (as holder of
each Non-Trust-Serviced Pari Passu Loan) under the related Intercreditor
Agreement. The General Master Servicer shall take such actions as it shall deem
reasonably necessary to facilitate the servicing of each Non-Trust-Serviced Pari
Passu Loan by the applicable Other Master Servicer and the applicable Other
Special Servicer including, but not limited to, delivering appropriate Requests
for Release to the Trustee and Custodian (if any) in order to deliver any
portion of the related Mortgage File to the applicable Other Master Servicer or
applicable Other Special Servicer under the applicable Other Pooling and
Servicing Agreement.

            Section 8.4 Primary Servicing and Sub-Servicing

            (a) The parties hereto (A) acknowledge that the General Master
Servicer has delegated certain of its obligations and assigned certain of its
rights under this Agreement to each of the Primary Servicers pursuant to the
respective Primary Servicing Agreements; and (B) agree: (1) in addition to those
obligations specifically delegated by the General Master Servicer to the Primary
Servicers under the applicable Primary Servicing Agreement, each Primary
Servicer shall also perform the General Master Servicer's obligations set forth
in Section 2.1(d) of this Agreement as such Section relates to the Mortgage
Loans serviced by it; (2) in addition to those rights specifically granted by
the General Master Servicer to the Primary Servicers under the applicable
Primary Servicing Agreement, those rights set forth in Section 8.24 hereof
accruing to the benefit of the General Master Servicer shall also accrue to the
benefit of the Primary Servicers; (3) any indemnification or release from
liability set forth in this Agreement accruing to the benefit of the General
Master Servicer shall also, to the extent applicable, benefit the Primary
Servicers; and (4) for each notice, certification, report, schedule, statement
or other type of writing that a party hereto is obligated to deliver to the
General Master Servicer, such party shall deliver to each of the applicable
Primary Servicers a copy of such notice, certification, report, schedule,
statement or other type of writing at the time and in the same manner that any
of the foregoing is required to be delivered to the General Master Servicer.

            Notwithstanding the provisions of any Primary Servicing Agreement or
any other provisions of this Agreement, the Master Servicers shall remain
obligated and liable to the Trustee, the Paying Agent, the Special Servicers,
the Certificateholders and the holder of any Serviced Companion Loan for
servicing and administering of the Mortgage Loans in accordance with the
provisions of this Agreement to the same extent as if the applicable Master
Servicer was alone servicing and administering the Mortgage Loans; provided,
however, the foregoing shall not in any way limit or impair the indemnification
provisions benefiting the Master Servicer in Section 8.25. The applicable Master
Servicer or applicable Primary Servicer shall supervise, administer, monitor,
enforce and oversee the servicing of the applicable Mortgage Loans by any
Sub-Servicer appointed by it. Other than with respect to the agreements with the
Primary Servicers, the terms of any arrangement or agreement between the
applicable Master Servicer or applicable Primary Servicer and a Sub-Servicer
shall provide that such sub-servicing agreement or arrangement may be
terminated, without cause (or, with respect to a sub-servicing agreement
concerning the TIAA Loans or the State Farm Loans, with cause only, provided
that "cause" will be determined in the same manner as cause is determined with
respect to a Master Servicer pursuant to this Agreement) and without the payment
of any termination fees, by the Trustee in the event such applicable Master
Servicer or applicable Primary Servicer is terminated in accordance with this
Agreement or the applicable Primary Servicing Agreement. In addition, none of
the Special Servicers, the Trustee, the Paying Agent, the holder of any Serviced
Companion Loan or the Certificateholders shall have any direct obligation or
liability (including, without limitation, indemnification obligations) with
respect to any Sub-Servicer. The applicable Master Servicer or applicable
Primary Servicer shall pay the costs of enforcement against any of its
Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from
a general recovery resulting from such enforcement only to the extent that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. Notwithstanding the provisions
of any Primary Servicing Agreement or sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between a
Master Servicer or a Primary Servicer or a Sub-Servicer, or reference to actions
taken through a Sub-Servicer or otherwise, the applicable Master Servicer or
applicable Primary Servicer shall remain obligated and liable to the Trustee,
the Paying Agent, the applicable Special Servicer and the Certificateholders for
the servicing and administering of the applicable Mortgage Loans and Serviced
Companion Loans in accordance with (and subject to the limitations contained
within) the provisions of this Agreement or the applicable Primary Servicing
Agreement without diminution of such obligation or liability by virtue of
indemnification from a Sub-Servicer and to the same extent and under the same
terms and conditions as if the applicable Master Servicer or applicable Primary
Servicer alone were servicing and administering the Mortgage Loans.

            (b) Subject to the limitations of subsection (a), the Master
Servicers and any 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 a Primary Servicer's
discretion as a "lender" under any loan document with respect to a Mortgage Loan
shall be exercised only by the Primary Servicer and may not be delegated to a
Sub-Servicer.

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

            Notwithstanding any other provision set forth in this Agreement to
the contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the General Master Servicer's servicing rights under this Agreement; provided
that the applicable Primary Servicing Agreement has not been terminated in
accordance with its provisions, (ii) any successor General Master Servicer,
including, without limitation, the Trustee (if it assumes the servicing
obligations of the terminated General Master Servicer) shall be deemed to
automatically assume and agree to each of the then current Primary Servicing
Agreements without further action upon becoming the successor General Master
Servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of any Primary Servicer hereunder
and/or under the applicable Primary Servicing Agreement, without the prior
written consent of such Primary Servicer (which consent shall not be
unreasonably withheld).

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

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicers are neither a party to
any Primary Servicing Agreement, nor are they bound by any provision of any
Primary Servicing Agreement. The Special Servicers hereby acknowledge the
delegation of rights and duties hereunder by the General Master Servicer
pursuant to the provisions of the Primary Servicing Agreements.

            Section 8.5 Servicers May Own Certificates

            Any Master Servicer and any Primary Servicer and any agent of the
Master Servicers or Primary Servicers in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not such Master Servicer, such Primary Servicer or such agent.
Any such interest of any Master Servicer or any Primary Servicer or such agent
in the Certificates shall not be taken into account when evaluating whether
actions of such Master Servicer are consistent with its obligations in
accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by such
Master Servicer.

            Section 8.6 Maintenance of Hazard Insurance, Other Insurance, Taxes
and Other

            Subject to the limitations set forth below, each Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgaged Property (other than any REO
Property) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such Mortgage Loan, any related
Serviced Companion Loan but, in any event, in an amount sufficient to avoid the
application of any co-insurance clause, (B) any terrorism insurance coverage for
a Mortgage Loan, which the related Mortgagor is required to maintain under the
related Mortgage, to the extent that such insurance is available at a
commercially reasonable rate and (C) any other insurance coverage for a Mortgage
Loan which the related Mortgagor is required to maintain under the related
Mortgage; provided the applicable Master Servicer shall not be required to
maintain earthquake insurance on any Mortgaged Property required by the related
Mortgage unless such insurance was required at origination and is available at a
commercially reasonable rate; provided, however, that the applicable Special
Servicer shall have the right, but not the duty, to obtain, at the Trust's
expense, earthquake insurance on any Mortgaged Property securing a Specially
Serviced Mortgage Loan or an REO Property so long as such insurance is available
at a commercially reasonable rate; provided, further, that a determination by a
Master Servicer that terrorism insurance is not available at a commercially
reasonable rate shall be subject to the approval of the Operating Adviser as set
forth below. If the related Mortgagor does not maintain the insurance set forth
in clauses (A), (B) and (C) above, then the applicable Master Servicer shall
cause to be maintained such insurance with a Qualified Insurer and the payment
of the cost of such insurance shall be a Servicing Advance; provided, that a
determination by a Master Servicer that terrorism insurance should not be
obtained on a force-placed basis shall be subject to the approval of the
Operating Adviser as set forth below. Upon a Master Servicer's determination
that terrorism insurance is not available at a commercially reasonable rate or
that terrorism insurance should not be obtained on a force-placed basis, such
Master Servicer shall notify the Operating Adviser. The Operating Adviser shall
have five days after such notice to disapprove such determination. The failure
of the Operating Adviser to provide notice of such disapproval in such time
period shall be deemed approval. If the Operating Adviser provides such notice
of disapproval within such time period, the Master Servicer shall obtain such
insurance coverage and the cost of such insurance coverage shall be considered a
Servicing Advance.

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

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

            Notwithstanding the above, a Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, a Master Servicer
shall not be required in any event to maintain or obtain insurance coverage to
the extent the Trustee as mortgagee does not have an insurable interest or
beyond what is reasonably available at a commercially reasonable rate and
consistent with the Servicing Standard. Each Master Servicer shall notify the
Trustee in the event it makes such determination. Notwithstanding the foregoing,
such determination shall be subject to the approval of the Operating Adviser
with respect to terrorism insurance, as set forth in the first paragraph of this
Section 8.6. In any event, any determination of the availability of insurance at
a commercially reasonable rate in connection with a Mortgage Loan need not be
made more frequently than annually, but in any event, shall be made on the
approximate date on (but not later than sixty (60) days thereafter) which the
Master Servicer receives notice of the renewal, replacement or cancellation of
coverage (as evidenced by the related insurance policy or insurance
certificate). In addition, each Master Servicer shall be entitled to rely at its
own expense on insurance consultants in connection with any such determination.
In no event shall the applicable Master Servicer be required to obtain any
insurance coverage that would require a Servicing Advance that constitutes a
Nonrecoverable Advance.

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

            With respect to each Mortgage Loan, the applicable Master Servicer
shall maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the applicable Master
Servicer (other than with respect to REO Mortgage Loans) shall, except in the
case of Mortgage Loans under which Escrow Amounts are not held by the applicable
Master Servicer (i) obtain all bills for the payment of such items (including
renewal premiums), and (ii) effect payment of all such bills, taxes and other
assessments with respect to such Mortgaged Properties prior to the applicable
penalty or termination date, in each case employing for such purpose Escrow
Amounts as allowed under the terms of the related Mortgage Loan. If a Mortgagor
fails to make any such payment on a timely basis or collections from the
Mortgagor are insufficient to pay any such item before the applicable penalty or
termination date, the applicable Master Servicer in accordance with the
Servicing Standard shall use its reasonable efforts to pay as a Servicing
Advance the amount necessary to effect the payment of any such item prior to
such penalty or termination date (or, with respect to real estate taxes, prior
to the earlier of the imposition of late tax payment penalty charges or the
notice of intent to create a tax lien on the Mortgaged Property), subject to
Section 4.4 hereof. No costs incurred by the Master Servicers or the Trustee, or
the Fiscal Agent as the case may be, in effecting the payment of taxes and
assessments on the Mortgaged Properties and related insurance premiums and
ground rents shall, for the purpose of calculating distributions to
Certificateholders, be added to the Principal Balance of the Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans permit such costs to be
added to the outstanding principal balances of such Mortgage Loans.

            Section 8.7 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause

            (a) In the event a Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan or Serviced Companion
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 or Serviced Companion Loan by, another Person, such Master Servicer shall
obtain relevant information for purposes of evaluating such request and no
Special Servicer shall have an obligation to review or consent to such request.
For the purpose of the foregoing sentence, the term "expressly permits" shall
include outright permission to assign, permission to assign upon satisfaction of
certain conditions or prohibition against assignment except upon the
satisfaction of stated conditions. With respect to each Mortgage Loan that does
not "expressly permit" an assignment or assumption, if such Master Servicer
recommends to approve such assignment, such Master Servicer shall provide to the
applicable Special Servicer and the Operating Adviser (and solely with respect
to a Serviced Loan Group, the holder of any related Serviced Companion Loan) a
copy of such recommendation and the materials upon which such recommendation is
based (which information shall consist of the information to be included in the
Assignment and Assumption Submission to the applicable Special Servicer, in the
form attached hereto as Exhibit U) and all other information related to such
assignment and assumption in its possession reasonably requested by the Special
Servicer and (A) the applicable Special Servicer shall have the right hereunder
to grant or withhold consent to any such request for such assignment and
assumption in accordance with the terms of the Mortgage Loan or Serviced
Companion Loan and this Agreement, and such Special Servicer shall not
unreasonably withhold such consent and any such decision of such Special
Servicer shall be in accordance with the Servicing Standard, (B) with respect to
all Mortgage Loans other than the Nationwide Loans, failure of the applicable
Special Servicer to notify the applicable Master Servicer in writing within ten
Business Days following such Master Servicer's or the applicable Primary
Servicer's delivery of the recommendation described above and the complete
Assignment and Assumption Submission to the applicable Special Servicer on which
the recommendation is based and all other information in its possession
reasonably requested by such Special Servicer (which delivery shall be prompt),
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent, (C) soley with respect to the Nationwide
Loans (i) if such Special Servicer does not request any additional information
(which request must be reasonable) within four Business Days of its receipt of
the recommendation described above and the initial Assignment and Assumption
Submission on which the recommendation is based, the failure of the applicable
Special Servicer to notify the applicable Master Servicer or Primary Servicer in
writing, within ten Business Days following such receipt of its determination to
grant or withhold such consent shall be deemed to constitute a grant of such
consent or (ii) if such Special Servicer reasonably requests any additional
information material to such assignment and assumption within four Business Days
of its receipt of the recommendation described above and the initial Assignment
and Assumption Submission on which the recommendation is based, the failure of
the applicable Special Servicer to notify the applicable Master Servicer or
Primary Servicer in writing, within six Business Days following its receipt of
such additional requested information of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (D) the
applicable Master Servicer or Primary Servicer shall not permit any such
assignment or assumption unless it has received the written consent of the
applicable Special Servicer or such consent has been deemed to have been granted
as described in the preceding sentence. The Special Servicers hereby acknowledge
the delegation of rights and duties hereunder by the Master Servicers pursuant
to the provisions of each Primary Servicing Agreement. If a Special Servicer
withholds consent pursuant to the provisions of this Agreement, it shall provide
the applicable Master Servicer or any applicable Primary Servicer with a written
statement and a verbal explanation as to its reasoning and analysis within the
time frame specified in (B) or (C), as applicable, of the preceding sentence.
Upon consent or deemed consent by such Special Servicer to such proposed
assignment and assumption, the applicable Master Servicer shall process such
request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan or
Serviced Companion Loan and substitute as obligor thereunder the Person to whom
the related Mortgaged Property has been or is proposed to be conveyed; provided,
however, that the applicable Master Servicer shall not enter into any such
agreement to the extent that any terms thereof would result in an Adverse REMIC
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. In the event that the applicable Master
Servicer shall require a Nondisqualification Opinion in order to process a
request for a substitution, such Master Servicer shall use its reasonable
efforts in accordance with the Servicing Standard to collect the related costs,
expenses and fees from the Mortgagor to the extent the related Mortgage Loan
documents require the related Mortgagor to pay such amounts. To the extent
permitted by applicable law, the Master Servicers shall not enter into such an
assumption or substitution agreement unless the credit status of the prospective
new Mortgagor is in conformity to the terms of the related Mortgage Loan,
Serviced Companion Loan or Intercreditor Agreement. In making its
recommendation, the Master Servicers shall evaluate such conformity in
accordance with the Servicing Standard. The Master Servicers shall not condition
approval of any request for assumption of a Mortgage Loan on an increase in the
interest rate of such Mortgage Loan. Each Master Servicer shall notify the
Trustee, the Paying Agent, the applicable Special Servicer and the Operating
Adviser of any assignment and assumption or substitution agreement executed
pursuant to this Section 8.7(a). Each Master Servicer, as applicable, shall be
entitled to (as additional servicing compensation) 50% of any assumption fee
collected from a Mortgagor in connection with an assignment and assumption or
substitution of a non-Specially Serviced Mortgage Loan (except that with respect
to the Nationwide Loans, such Master Servicer shall be entitled to 100% of such
fee in connection with (a) any assignment and assumption or substitution with
respect to which the consent of the Special Servicer was not required or (b) any
assignment and assumption or substitution that is "expressly permitted" pursuant
to the terms of the related Mortgage Loan), as executed pursuant to this Section
8.7(a) and the applicable Special Servicer shall be entitled to (as additional
special servicing compensation) the other 50% of such fee relating to the
non-Specially Serviced Mortgage Loans (except with respect to the Nationwide
Loans with respect to which such Special Servicer's consent was not required in
connection with such assignment and assumption or substitution); provided that
any such fees payable to a Master Servicer pursuant to this paragraph shall be
divided between such Master Servicer and any related Primary Servicer as set
forth in the applicable Primary Servicing Agreement.

            Notwithstanding the foregoing, the General Special Servicer
acknowledges that the General Master Servicer has delegated certain tasks,
rights and obligations to the Primary Servicers of the Principal Loans and the
WaMu Loans with respect to Post Closing Requests (as defined in the applicable
Primary Servicing Agreements) pursuant to Section 8.4 of this Agreement. Such
Primary Servicing Agreements classify certain Post Closing Requests as Category
1 Requests (as defined in the Primary Servicing Agreements), and grant the
related Primary Servicers certain authority to evaluate and process such
requests in accordance with this Agreement, the applicable Primary Servicing
Agreement and the applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, the Primary
Servicing Agreements for the Principal Loans and the WaMu Loans provide for the
General 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 the General Special Servicer for consent in accordance with
the terms of the applicable Primary Servicing Agreements upon a determination of
materiality. The General Special Servicer hereby acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers for the
Principal Loans greater authority, discretion or delegated rights over Post
Closing Requests than are set forth in the applicable Primary Servicing
Agreement.

            In addition, the General Special Servicer acknowledges that the
General Master Servicer has delegated certain tasks, rights and obligations to
the Primary Servicer of the Principal Loans and the WaMu Loans with respect to
enforcement of due-on-sale clauses, assumption agreements and due-on-encumbrance
clauses pursuant to Section 8.4 of this Agreement. Such Primary Servicing
Agreement grants the Primary Servicer certain authority to evaluate and process
certain requests with respect thereto in accordance with this Agreement, the
applicable Primary Servicing Agreement and the applicable Mortgage Loan
documents. Such Primary Servicer is not required to obtain the consent of the
General Master Servicer with respect to requests for transfers that are
expressly permitted pursuant to the applicable Mortgage Loan documents. With
respect to other requests specified in the related Primary Servicing Agreement
that require the approval of the General Special Servicer and subject to the
terms and provisions of the related Primary Servicing Agreement, the Primary
Servicer may forward its recommendation directly to the General Special Servicer
(with a copy to the General Master Servicer) or it may forward its
recommendation with respect to such request to the General Master Servicer. The
General Master Servicer shall forward such recommendation to the General Special
Servicer within five (5) Business Days of receipt thereof and shall inform the
applicable Primary Servicer of the General Special Servicer's decision with
respect to such request within one (1) Business Day after receipt of such
decision from the General Special Servicer or the date on which the General
Special Servicer's time to respond has lapsed.

            (b) Reserved.

            (c) Neither the Master Servicers nor the Special Servicers shall
have any liability, and shall be indemnified by the Trust for any liability to
the Mortgagor or the proposed assignee, for any delay in responding to requests
for assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

            (d) Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a
Specially Serviced Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, which by its terms (i) provides that such Mortgage Loan
shall (or may at the mortgagee's option) become due and payable upon the sale or
other transfer of an interest in the related Mortgaged Property or ownership
interest in the related Mortgagor, or (ii) provides that such Mortgage Loan may
not be assumed, or ownership interests in the related Mortgagor may not be
transferred, without the consent of the related mortgagee in connection with any
such sale or other transfer, then, the applicable Master Servicer's review and
determination to either (A) enforce such due-on-sale clause or (B) if in the
best economic interest of the Trust, waive the effect of such provision, shall
be processed in the same manner as in Section 8.7(a); provided, however, that if
the Principal Balance of such Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) at such time equals or exceeds 5% of
the Aggregate Certificate Balance or exceeds $35,000,000 or is one of the then
current top 10 loans (by Principal Balance) in the pool, then prior to waiving
the effect of such provision, the applicable Master Servicer shall obtain Rating
Agency Confirmation regarding such waiver. In connection with the request for
such consent, such Master Servicer shall prepare and deliver to S&P and Fitch a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. Each
Master Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the applicable Special Servicer, the
Paying Agent and the Trustee, and such Master Servicer shall promptly thereafter
forward such documents to the Rating Agencies. The applicable Special Servicer
and the applicable Master Servicer shall each be entitled to (as additional
compensation) 50% of any fee collected from a Mortgagor in connection with the
granting or withholding such consent with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans; provided, that with respect to the Nationwide
Loans, the applicable Special Servicer shall only be entitled to 50% of such fee
if such Special Servicer's consent was required in connection therewith, and
provided, further, that such fees that are allocated to a Master Servicer
pursuant hereto shall be divided between such Master Servicer and any applicable
Primary Servicer as set forth in the related Primary Servicing Agreement (other
than any such fee payable in connection with any Non-Trust-Serviced Pari Passu
Loan.

            (e) Each Master Servicer, as applicable, shall have the right to
consent to any transfers of an interest in a Mortgagor of a Mortgage Loan that
is not a Specially Serviced Mortgage Loan, to the extent such transfer is to a
party or entity specifically named or described under the terms of the related
Mortgage Loan, and the NCB Master Servicer shall be permitted to consent to any
transfer of an interest in a Mortgagor under a Co-op Loan in connection with a
transfer of cooperative units therein to the extent such consent is required
under the terms of the related Mortgage Loan, in each case including any consent
to transfer to any subsidiary or Affiliate of Mortgagor, to a Person acquiring
less than a majority interest in the Mortgagor or to an entity of which the
Mortgagor is the controlling beneficial owner; provided, however, that if (i)
the Principal Balance of such Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) at such time equals or exceeds 5% of
the Aggregate Certificate Balance or is one of the then current top 10 loans (by
Principal Balance) in the pool (provided that such Mortgage Loan has a then
current Principal Balance of $5,000,000 or more), and (ii) the transfer is of an
equity interest in the Mortgagor greater than 49%, then prior to consenting,
such Master Servicer shall obtain a Rating Agency Confirmation regarding such
consent, the costs of which to be payable by the related Mortgagor to the extent
provided for in the Mortgage Loan documents. Each Master Servicer, as
applicable, shall be entitled to collect and receive from Mortgagors any
customary fees in connection with such transfers of interest as additional
servicing compensation to the extent such Master Servicer's collection of such
fees is not expressly prohibited under the related loan documents for the
Mortgage Loan.

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

            (g) If any Mortgage Loan (other than a Specially Serviced Mortgage
Loan or a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
Conditions have been satisfied) which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      a lien on the ownership interest in the Mortgagor; or

            (ii) requires the consent of the Mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, as long as such Mortgage Loan is included in the Trust, the applicable
Master Servicer, on behalf of the Trustee as the Mortgagee of record, shall
exercise (or, subject to Section 8.18, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard,
sub-section (h) below and Section 8.18 hereof. The applicable Master Servicer
shall not waive the effect of such provision without first obtaining Rating
Agency Confirmation regarding such waiver and complying with the provisions of
the next succeeding paragraph; provided, however, that such Rating Agency
Confirmation shall only be required if the applicable Mortgage Loan (x)
represents 2% or more of the Principal Balance of all of the Mortgage Loans held
by the Trust or is one of the 10 largest Mortgage Loans based on Principal
Balance or (y) such Mortgage Loan or if it is part of a Serviced Loan Group, the
Serviced Loan Group has a Loan-to-Value Ratio (which includes Junior
Indebtedness, if any) that is greater than or equal to 85% and a Debt Service
Coverage Ratio (which includes debt service on any Subordinate Note and Junior
Indebtedness, if any) that is less than 1.2x.

            (h) Without limiting the generality of the preceding paragraph, in
the event that a Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage
Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied),
the applicable Master Servicer shall obtain relevant information for purposes of
evaluating such request for a waiver. If the applicable Master Servicer
recommends to waive such clause, such Master Servicer shall provide to the
applicable Special Servicer a copy of such recommendation and the materials upon
which such recommendation is based (which information shall consist of the
information to be included in the Additional Lien, Monetary Encumbrance and
Mezzanine Financing Submission Package to such Special Servicer, in the form
attached hereto as Exhibit V and any other information in its possession
reasonably requested by such Special Servicer) and (A) the applicable Special
Servicer shall have the right hereunder to grant or withhold consent to any such
request in accordance with the terms of the Mortgage Loan and this Agreement,
and such Special Servicer shall not unreasonably withhold such consent and any
such decision of such Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify the
applicable Master Servicer in writing, within ten Business Days following such
Master Servicer's delivery of the recommendation described above and the
complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package and any other information in its possession reasonably
requested by such Special Servicer to such Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the applicable
Master Servicer shall not permit any such waiver unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. If the
applicable Special Servicer withholds consent pursuant to the foregoing
provisions, it shall provide the applicable Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the applicable Special Servicer to such proposed
waiver, the applicable Master Servicer shall process such request of the related
Mortgagor subject to the other requirements set forth above.

            (i) The parties hereto acknowledge that, if a Seller shall have
breached the representation set forth under the heading "Defeasance and
Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
of obtaining any Rating Agency Confirmation in connection with an assumption or
defeasance of the related Mortgage Loan because the related mortgage loan
documents do not require the Mortgagor to pay costs related thereto, then it
shall be the sole obligation of the related Seller to pay an amount equal to
such insufficiency to the extent the related Mortgagor is not required to pay
such amount. Promptly upon receipt of notice of such insufficiency, the
applicable Master Servicer or the applicable Special Servicer, as applicable,
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account. The applicable Master Servicer may not waive
such payment by the Mortgagor (and then seek payment for such costs and expenses
from the Seller) and shall use its reasonable efforts to collect such amounts
from the Mortgagor to the extent the related mortgage loan documents require the
related Mortgagor to pay such amounts.

            (j) Notwithstanding the foregoing, and regardless of whether a
particular Co-op Mortgage Loan contains specific provisions regarding the
incurrence of subordinate debt, or prohibits the incurrence of subordinate debt,
or requires the consent of the Mortgagee in order to incur subordinate debt, the
NCB Master Servicer may, nevertheless, in accordance with the Servicing
Standard, without the need to obtain any consent hereunder (and without the need
to obtain a Rating Agency Confirmation), permit the related Borrower to incur
subordinate debt if the NCB, FSB Subordinate Debt Conditions have been met (as
certified in writing to the Trustee and the Operating Adviser by the NCB Master
Servicer no later than five Business Days prior to the making of the subject
subordinate loan without right of reimbursement from the Trust) which
certification shall include notice of the circumstances of the waiver, including
information necessary for the Operating Adviser to determine whether the NCB,
FSB Subordinate Debt Conditions have been satisfied; provided, that, subject to
the related Mortgage Loan documents and applicable law, the NCB Master Servicer
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, in accordance with any related "due-on-encumbrance" clause under
any Mortgage Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust.

            Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files

            Upon the payment in full of any Mortgage Loan, the complete
defeasance of a Mortgage Loan, satisfaction or discharge in full of any
Specially Serviced Mortgage Loan, the purchase of the Beverly Center Pari Passu
Loan by the holder of a Beverly Center Subordinate Note pursuant to the related
Intercreditor Agreement, the purchase of the 111 Eighth Avenue Pari Passu Loan
by the holder of a 111 Eighth Avenue B Note, or the receipt by a Master Servicer
of a notification that payment in full (or such payment, if any, in connection
with the satisfaction and discharge in full of any Specially Serviced Mortgage
Loan) will be escrowed in a manner customary for such purposes, and upon
notification by the applicable Master Servicer in the form of a certification
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the applicable Certificate Account have been or will be so
deposited) of a Servicing Officer and a request for release of the Trustee
Mortgage File in the form of Exhibit C hereto the Trustee shall promptly release
the related Trustee Mortgage File to the applicable Master Servicer and the
Trustee shall execute and deliver to such Master Servicer the deed of
reconveyance or release, satisfaction or assignment of mortgage or such
instrument releasing the lien of the Mortgage, as directed by such Master
Servicer together with the Mortgage Note. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicers to execute and deliver, on behalf of the Trustee, the
Certificateholders, the holder of any Serviced Companion Loan 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
Serviced Companion Loans, and with respect to the Mortgaged Properties held for
the benefit of the Certificateholders and the holder of any Serviced Companion
Loan. No expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Distribution Account but shall
be paid by the applicable Master Servicer except to the extent that such
expenses are paid by the related Mortgagor in a manner consistent with the terms
of the related Mortgage and applicable law. From time to time and as shall be
appropriate for the servicing of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any Servicer Fidelity Bond or
Errors and Omissions Policy, or for the purposes of effecting a partial or total
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Trustee Mortgage File, the Trustee shall, upon request
of the applicable Master Servicer and the delivery to the Trustee of a Request
for Release signed by a Servicing Officer, in the form of Exhibit C hereto,
release the Trustee Mortgage File to such Master Servicer or the applicable
Special Servicer, as the case may be.

            Section 8.9 Documents, Records and Funds in Possession of the Master
Servicers to Be Held for the Trustee for the Benefit of the Certificateholders

            Notwithstanding any other provisions of this Agreement, each Master
Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of such
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Servicer Mortgage Files and funds collected or held by, or under the control of,
each Master Servicer in respect of such Mortgage Loans (or any Serviced
Companion Loan), whether from the collection of principal and interest payments
or from Liquidation Proceeds or Insurance Proceeds, including any funds on
deposit in the applicable Certificate Accounts (or any Serviced Companion Loan
Custodial Account), shall be held by the applicable Master Servicer for and on
behalf of the Trustee and the Certificateholders (and in the case of a Serviced
Loan Group, the holders of the related Serviced Companion Loan) and shall be and
remain the sole and exclusive property of the Trustee, subject to the applicable
provisions of this Agreement. Each Master Servicer agrees that it shall not
create, incur or subject any Servicer Mortgage Files or Trustee Mortgage File or
any funds that are deposited in the Certificate Accounts or the applicable
Escrow Accounts, or any funds that otherwise are or may become due or payable to
the Trustee or the Paying Agent, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of setoff against any Servicer Mortgage
Files or Trustee Mortgage File or any funds collected on, or in connection with,
a Mortgage Loan, except, however, that the Master Servicers shall be entitled to
receive from any such funds any amounts that are properly due and payable to the
Master Servicers under this Agreement.

            Section 8.10 Servicing Compensation

            (a) As compensation for its activities hereunder, each Master
Servicer shall be entitled to the Master Servicing Fee and the General Master
Servicer shall be entitled to the Primary Servicing Fee (except with respect to
the NCB, FSB Loans), which shall be payable by the Trust from amounts held in
the applicable Certificate Accounts (and from the related Serviced Companion
Loan Custodial Account to the extent related solely to a Serviced Companion
Loan) or otherwise collected from the Mortgage Loans as provided in Section 5.2.
The General Master Servicer shall be required to pay to the Primary Servicers
the related Primary Servicing Fees (except with respect to the NCB, FSB Loans),
which shall be payable by the Trust from amounts as provided in Section 5.1(c),
unless retained by the Primary Servicers from amounts transferred to the General
Master Servicer in accordance with the terms of the Primary Servicing
Agreements. The Master Servicers shall be required to pay to the holders of the
rights to the Excess Servicing Fees (including, if applicable, the applicable
Master Servicer), the Excess Servicing Fees, which shall be payable by the Trust
as provided in Section 5.1(c), unless otherwise retained by the holders of such
rights. Notwithstanding anything herein to the contrary, if any of the holders
of the right to receive Excess Servicing Fees resigns or is no longer a Master
Servicer or Primary Servicer (to the extent that such Person was ever a Master
Servicer or a Primary Servicer), as applicable, for any reason, it will continue
to have the right to receive its portion of the Excess Servicing Fee, and any of
the holders of the right to receive Excess Servicing Fees shall have the right
to assign its portion of the Excess Servicing Fee, whether or not it is then
acting as a Master Servicer or Primary Servicer hereunder. The General Master
Servicer shall also be entitled to the Primary Servicing Fee (except with
respect to the NCB Mortgage Loans), which shall be payable by the Trust from
amounts held in the applicable Certificate Account (or a sub-account thereof) or
otherwise collected from the Mortgage Loans as provided in Section 5.2, provided
that the Primary Servicing Fee payable to the General Master Servicer shall only
be collected from the Mortgage Loans set forth on Schedule V, Schedule VI and
Schedule VII.

            (b) Additional servicing compensation in the form of application
fees, assumption fees, extension fees, servicing fees, default interest
(excluding default interest allocable to a Subordinate Note if the holder of
such Subordinate Note has cured the related default pursuant to the terms of the
related Intercreditor Agreement) payable at a rate above the Mortgage Rate (net
of any amount used to pay Advance Interest), Modification Fees, forbearance
fees, Late Fees (net of any amount used to pay Advance Interest) (excluding Late
Fees allocable to a Subordinate Note if the holder of such Subordinate Note has
cured the related default pursuant to the terms of the related Intercreditor
Agreement), other usual and customary charges and fees actually received from
Mortgagors and any other fees listed in any of the Primary Servicing Agreements,
all such fees subject to allocation pursuant to such Primary Servicing
Agreements, shall be retained by the applicable Master Servicer, provided that
the applicable Master Servicer shall be entitled to receive (i) 50% (or, with
respect to the Nationwide Loans and matters that do not require the consent of
the Special Servicer, 100%) of assumption fees collected on Mortgage Loans that
are not Specially Serviced Mortgage Loans as provided in Section 8.7(a), (ii)
100% of application fees, default interest (net of the default interest used to
pay Advance Interest, as set forth above), forbearance fees, Late Fees (net of
any amount used to pay Advance Interest and excluding Late Fees allocable to a
Subordinate Note, as set forth above) and Modification Fees (other than, with
respect to the Nationwide Loans, Modification Fees relating to matters that
required the consent of the Special Servicer, with respect to which the
applicable Master Servicer will be entitled to receive 50%) on Mortgage Loans
that are not Specially Serviced Mortgage Loans as provided in Section 8.18
hereof; and (iii) 100% of any modification of the extension fees collected from
the related Mortgagor in connection with the extension of the Maturity Date of
any Mortgage Loan as provided in Section 8.18; provided, however, that the
applicable Master Servicer shall not be entitled to any such fees in connection
with any Specially Serviced Mortgage Loans or any Non-Trust-Serviced Companion
Loan and, such fees will be subject to the allocations set forth in the Primary
Servicing Agreements. If the applicable Master Servicer collects any amount
payable to the applicable Special Servicer hereunder in connection with an REO
Mortgage Loan or Specially Serviced Mortgage Loan, the applicable Master
Servicer shall promptly remit such amount to the applicable Special Servicer as
provided in Section 5.2. The applicable Master Servicer shall be required to pay
(in the manner otherwise provided herein) all applicable expenses incurred by it
in connection with its servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee payable to each Master Servicer for each monthly period relating to each
Determination Date shall be reduced by an amount equal to the Compensating
Interest (if any) relating to Mortgage Loans serviced by such Master Servicer
for such Determination Date.

            (d) Each Master Servicer, as applicable, shall also be entitled to
additional servicing compensation of (i) an amount equal to the excess, if any,
of the aggregate Prepayment Interest Excess relating to its respective Mortgage
Loans (including any Specially Serviced Loans) for each Distribution Date over
the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such
Distribution Date, (ii) interest or other income earned on deposits in the
applicable Certificate Account and the Distribution Account (but only to the
extent of the net investment earnings, if any, with respect to each such
account), and, (iii) to the extent not required to be paid to any Mortgagor
under applicable law, any interest or other income earned on deposits in its
respective Escrow Accounts.

            Section 8.11 Master Servicer Reports; Account Statements

            (a) For each Distribution Date, (i) each Master Servicer shall
deliver to the Paying Agent (or with respect to a Serviced Companion Loan, to
the holder thereof) on the related Report Date, the Loan Periodic Update File
with respect to such Distribution Date, (ii) each Master Servicer shall report
to the Paying Agent on the related Advance Report Date, the amount of any P&I
Advance to be made by such Master Servicer on the related Master Servicer
Remittance Date and (iii) each Master Servicer shall notify the Paying Agent as
soon as reasonably possible, but no later than noon, New York City time on the
Master Servicer Remittance Date, of the amount of any Principal Payments and
Balloon Payments received by the Business Day immediately preceding the Master
Servicer Remittance Date, which amounts were not reported pursuant to clause (i)
or (ii) immediately above. Each Special Servicer is required to provide, in the
form required under Section 9.32, all information relating to Specially Serviced
Mortgage Loans in order for the applicable Master Servicer to satisfy its duties
in this Section 8.11 not later than one Business Day prior to the date such
Master Servicer is required to distribute any report. Each Master Servicer shall
be entitled in good faith to rely on and shall have no liability for information
provided by third parties, including the Special Servicers or any Other Master
Servicer.

            (b) Each Master Servicer shall notify the Trustee and the Paying
Agent on or before the Closing Date of the initial location of the applicable
Certificate Accounts and, promptly following any change in location of any
Certificate Account, the new location thereof.

            (c) Each Master Servicer shall promptly inform the applicable
Special Servicers of the name, account number, location and other necessary
information concerning the applicable Certificate Accounts in order to permit
such Special Servicer to make deposits therein.

            (d) Reserved.

            (e) Each Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the applicable
Special Servicer, the Operating Adviser and each Rating Agency, in each case
upon request by such Person and only to the extent such reports and information
are not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicers shall not have any obligation to deliver any statement,
notice or report that is then made available on such Master Servicer's website
or the Paying Agent's Website, provided that it has notified all parties
entitled to delivery of such reports, by electronic mail or other notice
provided in this Agreement, to the effect that such statements, notices or
reports shall thereafter be made available on such website from time to time.

            (g) Each Master Servicer shall deliver or cause to be delivered to
the Paying Agent and each holder of a Serviced Companion Loan (in respect of
such Serviced Companion Loan) the following CMSA Reports with respect to the
Mortgage Loans serviced by such Master Servicer (and, if applicable, the related
REO Properties and, to the extent received from any Other Master Servicer, the
applicable Non-Trust-Serviced Pari Passu Loan) 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 July 2004; (ii) an Operating Statement Analysis Report, the
Financial File and an NOI Adjustment Worksheet in accordance with Section 8.14
of this Agreement; (iii) a Servicer Watch List in accordance with and subject to
the terms of Section 8.11(h) on each Report Date, commencing in July 2004; (iv)
a Loan Setup File (with respect to the initial Distribution Date only) not later
than the Report Date in June 2004; (v) a Loan Periodic Update File not later
than each Report Date commencing in June 2004 (a June 2004 report will be issued
by the applicable Master Servicer in the format and with the content as
reasonably agreed by the applicable Master Servicer and the Trustee) (which Loan
Periodic Update File shall be accompanied by a Monthly Additional Report on
Recoveries and Reimbursements); (vi) a Property File on each Report Date,
commencing in July 2004; (vii) a Delinquent Loan Status Report on each Report
Date, commencing in July 2004; (viii) an Historical Loan Modification and
Corrected Mortgage Loan Report not later than each Report Date, commencing in
July 2004; (ix) an Historical Liquidation Report not later than each Report
Date, commencing in July 2004; (x) an REO Status Report on each Report Date,
commencing in July 2004; and (xi) such CMSA Reports and/or data files and/or
elements from each Other Master Servicer that have been delivered by such Other
Master Servicer to the General Master Servicer pursuant to the terms of the
applicable Other Pooling and Servicing Agreement. The information that pertains
to Specially Serviced Mortgage Loans and REO Properties reflected in such
reports shall be based solely upon the reports delivered by the applicable
Special Servicers to the applicable Master Servicer in writing and on a computer
readable medium reasonably acceptable to such Master Servicers and such Special
Servicers on the date and in the form required under Section 9.32. The
information that pertains to Non-Trust-Serviced Pari Passu Loans reflected in
such reports shall be based solely upon the reports delivered by the applicable
Other Master Servicer. The Master Servicers' responsibilities under this Section
8.11(g) with respect to REO Mortgage Loans and Specially Serviced Mortgage Loans
shall be subject to the satisfaction of the applicable Special Servicer's
obligations under Section 9.32. Solely with respect to Non-Trust-Serviced Pari
Passu Loans, the General Master Servicer's responsibilities under this Section
8.11(g) shall be subject to the performance of the applicable Other Master
Servicer and Other Special Servicer of their respective reporting obligations to
the General Master Servicer under the applicable Other Pooling and Servicing
Agreement. The reporting obligations of the General Master Servicer in
connection with any Whole Loan shall be construed to refer only to such
information regarding the A Notes (and the related Mortgaged Property) and by
reference to the A Notes only, but whenever the General Master Servicer remits
funds to the holder of the related Subordinate Note, it shall thereupon deliver
to such holder a remittance report identifying the amounts in such remittance.

            (h) For each Distribution Date, the Master Servicers shall deliver
to the Paying Agent (and solely with respect to a Serviced Loan Group, the
holder of the related Serviced Companion Loan), not later than the related
Report Date, a Servicer Watch List.

            (i) If a Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan or
Subordinate Note), such Master Servicer shall, within five Business Days
following its receipt of the proceeds of such drawing, deliver notice thereof to
the applicable Special Servicer, the Operating Adviser, the holder of a
Subordinate Note, if applicable, and the Paying Agent, which notice shall set
forth (i) the unpaid Principal Balance of such Mortgage Loan or Subordinate Note
immediately before and immediately after the drawing, and (ii) a brief
description of the circumstances that in such Master Servicer's good faith and
reasonable judgment and in compliance with the Servicing Standard entitled such
Master Servicer to make such drawing.

            Section 8.12 Annual Statement as to Compliance

            Each Master  Servicer shall deliver to the  Depositor,  the Paying
Agent and the Trustee  and,  with  respect to any  Serviced  Loan  Group,  the
holder of the related  Serviced  Companion  Loan on or before March 20 of each
year,  commencing in March 2005, an Officer's  Certificate  stating, as to the
signer  thereof,  that (A) a review of the activities of such Master  Servicer
during the preceding  calendar year or portion  thereof and of the performance
of such  Master  Servicer  under  this  Agreement  has been  made  under  such
officer's  supervision and (B) to the best of such officer's knowledge,  based
on such review,  such Master Servicer has fulfilled all its obligations  under
this  Agreement in all material  respects  throughout  such year, or, if there
has been a default in the fulfillment of any such obligation,  specifying each
such  default  known to such officer and the nature and status  thereof.  Each
Master  Servicer  shall  forward a copy of each such  statement  to the Rating
Agencies and the Operating  Adviser,  if any, provided that neither the Master
Servicers  nor the Special  Servicers  shall be required to deliver its Annual
Performance  Certification  until May 15 in any  given  year so long as it has
received written  confirmation from the Depositor or the Trustee that a Report
on Form  10-K is not  required  to be filed in  respect  of the  Trust for the
preceding   calendar  year.  The  signing   officer  shall  have  no  personal
liability with respect to the content of any such  statement,  and such Master
Servicer  or such  Special  Servicer,  as the case may be,  shall be deemed to
have made such statement and shall assume any liability resulting therefrom.

            Section 8.13 Annual Independent Public Accountants' Servicing Report

            On or before noon (Eastern Time) on March 20 of each year,
commencing in March 2005, each Master Servicer at its expense shall cause a firm
of nationally recognized independent public accountants (which may also render
other services to such Master Servicer) and that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
the Paying Agent, the Depositor and, with respect to any Serviced Loan Group,
the holder of the related Serviced Companion Loan, with a copy to the Rating
Agencies, to the effect that (i) it has obtained a letter of representation
regarding certain matters from the management of the applicable Master Servicer,
which includes an assertion that such Master Servicer has complied with certain
minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Primary Servicers or Sub-Servicers,
upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Primary Servicers or Sub-Servicers, provided that neither the Master Servicers
nor the Special Servicers will be required to cause the delivery of its Annual
Accountant's Report until May 15 in any given year so long as it has received
written confirmation from the Depositor or the Trustee that a Report on Form
10-K is not required to be filed in respect of the Trust for the preceding
calendar year. In rendering its report such firm may rely, as to matters
relating to the direct servicing of commercial and multifamily mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers.

            Section 8.14 Operating Statement Analysis Reports Regarding the
Mortgaged Properties

            Within 105 calendar days (or 90 days as to any Special Servicer), or
120 days with respect to any Co-op Mortgage Loans, after the end of each of the
first three calendar quarters (in each year) for the trailing 12 months,
quarterly or year-to-date information received, commencing for the quarter
ending on March 31, 2005, each Master Servicer shall deliver to the Paying Agent
and the Operating Adviser an Operating Statement Analysis Report and a Financial
File for each Mortgaged Property in electronic format, prepared using the non
normalized quarterly, year-to-date or trailing 12 month operating statements
and, in the case of Mortgage Loans other than Co-op Mortgage Loans, rent rolls
received from the related Mortgagor, if any. With respect to Specially Serviced
Mortgage Loans, the applicable Master Servicer shall include information only to
the extent provided by the applicable Special Servicer, which an Operating
Statement Analysis Report and a Financial File shall be prepared by the
applicable Special Servicer and delivered to the applicable Master Servicer
within 90 days after the end of each of the first three quarters of each year
for the trailing twelve months, quarterly or year-to-date information received
and other information utilized by the applicable Special Servicer to prepare
such report or files. With respect to any Mortgage Loan for which a Primary
Servicer is appointed as a Special Servicer with respect to such Mortgage Loan
pursuant to Section 9.39, the reports prepared by such Special Servicer shall
only include the CMSA reports and related data required by the related Primary
Servicing Agreement, and such other reports as are mutually agreed to by the
related Primary Servicer and the General Master Servicer. Not later than the
Report Date occurring in June of each year, beginning in 2005 for year-end 2004,
the applicable Master Servicer (in the case of Mortgage Loans that are not
Specially Serviced Mortgage Loans and as provided by the applicable Special
Servicer to the applicable Master Servicer for Specially Serviced Mortgage
Loans) shall deliver to the Paying Agent and the Operating Adviser an Operating
Statement Analysis Report, a Financial File and an NOI Adjustment Worksheet for
each Mortgage Loan in electronic format, based on the most recently available
year-end financial statements and most recently available rent rolls, in each
case of Mortgage Loans other than Co-op Mortgage Loans, of each applicable
Mortgagor (to the extent provided to the applicable Master Servicer or
applicable Special Servicer by or on behalf of each Mortgagor). In the case of
Specially Serviced Mortgaged Loans, as provided to the applicable Special
Servicer by the Mortgagor, the applicable Special Servicer shall forward such
information to the applicable Master Servicer on or before April 15 of each such
year as provided for in Section 9.32(e) herein, containing such information and
analyses for each Mortgage Loan provided for in the respective forms of
Operating Statement Analysis Report, Financial File and NOI Adjustment
Worksheet. Such information provided by the applicable Master Servicer shall
include what would customarily be included in accordance with the Servicing
Standard including, without limitation, Debt Service Coverage Ratios and income,
subject in the case of any Non-Trust-Serviced Pari Passu Loan, to the receipt of
such report from the applicable Other Master Servicer or the applicable Other
Special Servicer. The General Master Servicer shall make reasonable efforts,
consistent with the Servicing Standard, to obtain such reports from the
applicable Other Master Servicer or the applicable Other Special Servicer. As
and to the extent reasonably requested by a Special Servicer, the applicable
Master Servicer shall make inquiry of any Mortgagor with respect to such
information or as regards the performance of the related Mortgaged Property in
general. The Paying Agent shall provide or make available electronically at no
cost to the Certificateholders or Certificate Owners, the Rating Agencies, the
Operating Adviser, the Depositor, the Placement Agent and the Underwriters and,
solely as it relates to a Serviced Loan Group, the holder of the related
Serviced Companion Loan, the Operating Statement Analysis Reports, the Financial
Files and the NOI Adjustment Worksheets described above pursuant to Section
5.4(a). Each Master Servicer shall electronically deliver the CMSA Operating
Statement Analysis Report, the operating statements, rent rolls (except in the
case of Co-op Mortgage Loans), property inspections and NOI Adjustment Worksheet
for each Mortgage Loan to the initial Operating Adviser. The aggregated CMSA
Reports for the NCB Mortgage Loans shall be available on the NCB Master
Servicer's Website (which shall initially be located at www.ncb.coop (the "NCB
Master Servicer's Website") by the Business Day following the Distribution Date
in June 2004. With respect to the NCB Mortgage Loans, the related rent rolls
(except in the case of Co-op Mortgage Loans), operating statements, financial
statements and inspections collected with respect to the related Mortgaged
Properties shall be available for review by the Operating Adviser, the other
parties to this Agreement, the Rating Agencies, any Certificateholder and solely
as such documents relate to a Serviced Loan Group, the holder of the related
Serviced Companion Loan and other appropriate parties via a password protocol
and execution of an agreement relating thereto on the applicable Master
Servicer's website within 30 days following receipt thereof by the applicable
Master Servicer. Each Master Servicer shall, upon request by any of such
foregoing parties, deliver copies of such documents to such parties if such
documents are not available on such Master Servicer's website at such time.
Pursuant to the Mortgage Loan Purchase Agreements, the Sellers shall populate
all fields or any information for their related Mortgage Loans reasonably
requested by the applicable Master Servicer to complete the Property File.

            Section 8.15 Other Available Information and Certain Rights of the
Master Servicers

            (a) Subject to paragraphs (b), (c) and (d) below, unless prohibited
by applicable law or the loan documents, the Paying Agent shall make available
at its Corporate Trust Office, during normal business hours, upon reasonable
advance written notice for review by any Certificateholder, any Certificate
Owner, any Seller, any Primary Servicer, the Placement Agent, any Underwriter,
each Rating Agency, the Paying Agent or the Depositor (and, if related to a
Serviced Loan Group, the holder of the related Serviced Companion Loan),
originals or copies of, among other things, the following items: (i) this
Agreement and any amendments thereto, (ii) all final and released Operating
Statement Analysis Reports and the Loan Periodic Update Files, (iii) all
Officer's Certificates (including Officer's Certificates evidencing any
determination of Nonrecoverable Advances) delivered to the Trustee and the
Paying Agent since the Closing Date, (iv) all accountants' reports delivered to
the Trustee and the Paying Agent since the Closing Date, (v) the most recent
property Inspection Reports in the possession of the Paying Agent in respect of
each Mortgaged Property, (vi) the most recent Mortgaged Property annual
operating statement and, in the case of Mortgage Loans other than Co-op Mortgage
Loans, rent roll, if any, collected by or on behalf of the Master Servicers or
the Special Servicers, (vii) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan entered into by the Master Servicers and/or the
Special Servicers, and (viii) any and all Officers' Certificates (and
attachments thereto) delivered to the Trustee and the Paying Agent to support a
Master Servicer's determination that any Advance was not or, if made, would not
be, recoverable. The Trustee and the Paying Agent will be permitted to require
payment of a sum to be paid by the requesting party (other than the Rating
Agencies, the Trustee, the Paying Agent, any Placement Agent or any Underwriter)
sufficient to cover the reasonable costs and expenses of making such information
available.

            (b) Subject to the restrictions described below, each Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the applicable Special Servicer, the Primary Servicers, the
Sellers, any Placement Agent, the Underwriters, the Operating Adviser, the
holder of any Serviced Companion Loan, any Certificateholder or any Certificate
Owner, upon reasonable notice and during normal business hours, reasonable
access to all information referred to in Section 8.15(a) and any additional
relevant, non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement (which access may occur by
means of the availability of information on the applicable Master Servicers' or
the Paying Agent's Website or the electronic delivery of such information to the
requesting Person), in each case to the extent in its respective possession, and
access to Servicing Officers of the applicable Master Servicers responsible for
its obligations hereunder. Copies of information or access will be provided to
Certificateholders and each Certificate Owner providing satisfactory evidence of
ownership of Certificates or beneficial ownership of a Certificate, as the case
may be, which may include a certification. Copies (or computer diskettes or
other digital or electronic copies of such information if reasonably available
in lieu of paper copies) of any and all of the foregoing items shall be made
available by the applicable Master Servicers upon request; provided, however,
that the applicable Master Servicers shall be permitted to require payment by
the requesting party (other than the Depositor, the Trustee, the Paying Agent,
the applicable Special Servicer, the Operating Adviser, any Placement Agent, any
Underwriter, or any Rating Agency) of a sum sufficient to cover the reasonable
expenses actually incurred by such Master Servicer of providing access or copies
(including electronic or digital copies) of any such information requested in
accordance with the preceding sentence.

            (c) Nothing herein shall be deemed to require either of the Master
Servicers to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person's information or report. Notwithstanding the
above, neither of the Master Servicers shall have any liability to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the applicable
Special Servicer, any Other Master Servicer, any Other Special Servicer, the
holder of any Serviced Companion Loan, any Certificateholder, any Certificate
Owner, the Placement Agent, any Underwriter, any Rating Agency or any other
Person to whom it delivers information pursuant to this Section 8.15 or any
other provision of this Agreement for federal, state or other applicable
securities law violations relating to the disclosure of such information. In the
event any Person brings any claims relating to or arising from the foregoing
against a Master Servicer (or any partners, representatives, Affiliates,
members, managers, directors, officers, employees, agents thereof), the Trust
(from amounts held in any account (including with respect to any such claims
relating to a Serviced Companion Loan, from amounts held in the related Serviced
Companion Loan Custodial Account or otherwise) shall hold harmless and indemnify
such Master Servicer from any loss or expense (including attorney fees) relating
to or arising from such claims.

            (d) Each Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicers shall not be
required to produce any ad hoc non-standard written reports not otherwise
required under this Agreement with respect to such Mortgage Loans. In the event
a Master Servicer elects to provide such non-standard reports, it may require
the Person requesting such report (other than a Rating Agency) to pay a
reasonable fee to cover the costs of the preparation thereof. Notwithstanding
anything to the contrary herein, as a condition to a Master Servicer making any
report or information available upon request to any Person other than the
parties hereto, such Master Servicer may require that the recipient of such
information acknowledge that such Master Servicer may contemporaneously provide
such information to the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the applicable Special Servicer, the Primary Servicer, the Sellers, the
Placement Agent, any Underwriter, any Rating Agency, the holder of any Serviced
Companion Loan and/or the Certificateholders or Certificate Owners. Any
transmittal of information by a Master Servicer to any Person other than the
Trustee, the Paying Agent, the other Master Servicer, the Special Servicers, the
Rating Agencies, the Operating Adviser or the Depositor may be accompanied by a
letter from such Master Servicer containing the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any Person who possesses material, non-public information
            regarding the Trust which issued Morgan Stanley Capital I Inc.,
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7 from
            purchasing or selling such Certificates in circumstances where the
            other party to the transaction is not also in possession of such
            information. You also acknowledge and agree that such information is
            being provided to you for the purpose of, and such information may
            be used only in connection with, evaluation by you or another
            Certificateholder, Certificate Owner or prospective purchaser of
            such Certificates or beneficial interest therein."

            (e) Each Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that such Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

            (f) Each Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

            (g) Once a month, each of the Master Servicers and each of the
Special Servicers shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Operating Adviser during regular business
hours at such time and for such duration as the applicable Master Servicer or
Special Servicer, and the Operating Adviser shall reasonably agree, regarding
the performance and servicing of the Mortgage Loans and REO Properties for which
such Master Servicer or such Special Servicer, as the case may be, is
responsible. As a condition to such disclosure, the Operating Adviser shall
execute a confidentiality agreement in form reasonably acceptable to each Master
Servicer, each Special Servicer and the Operating Adviser.

            Section 8.16 Rule 144A Information

            For as long as any of the Certificates are "restricted securities"
within the meaning of Rule 144A under the Securities Act, each Master Servicer
agrees to provide to the Paying Agent for delivery to any Holder thereof, any
Certificate Owner therein and to any prospective purchaser of the Certificates
or beneficial interest therein reasonably designated by the Paying Agent upon
the request of such Certificateholder, such Certificate Owner or the Paying
Agent, subject to this Section 8.16 and the provisions of Section 8.15, any
information prepared by such Master Servicer that is required to be provided to
such holder or prospective purchaser to satisfy the condition set forth in Rule
144A(d)(4) under the Securities Act, including, without limitation, copies of
the reports and information described in Sections 8.15(a) and (b).

            Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the applicable
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the applicable Master Servicer chooses to deliver the
information directly, the Depositor, the Placement Agent, the Underwriters or
the Paying Agent shall be responsible for the physical delivery of the
information requested pursuant to this Section 8.16. As a condition to a Master
Servicer making any report or information available upon request to any Person
other than the parties hereto, such Master Servicer may require that the
recipient of such information acknowledge that such Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Paying Agent, the Placement Agent, the Underwriters, any Rating Agency and/or
the Certificateholders and Certificate Owners. The Master Servicers will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agent or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

            Section 8.17 Inspections

            Each Master Servicer shall, at its own expense, inspect or cause to
be inspected each Mortgaged Property for which it is acting as Master Servicer,
other than Mortgaged Properties related to Specially Serviced Mortgage Loans,
every calendar year beginning in 2005, or every second calendar year beginning
in 2006 if the Principal Balance of the related Mortgage Loan or Serviced Loan
Group is under $2,000,000; provided that each Master Servicer shall, at the
expense of the Trust, inspect or cause to be inspected each Mortgaged Property
related to a Mortgage Loan for which it is acting as Master Servicer, (other
than a Specially Serviced Mortgage Loan or if there has not been an inspection
within the past six months) that has a Debt Service Coverage Ratio that falls
below 1.0x or, with respect to Co-op Mortgage Loans, 0.90x. The foregoing
sentence shall not alter the terms of the applicable Special Servicer's
obligation to inspect Mortgaged Properties as set forth in Section 9.4(b)
hereto. The applicable Master Servicer shall cause to be prepared an Inspection
Report relating to each inspection.

            Each Master Servicer shall promptly forward the applicable
Inspection Report to the Trustee, the applicable Special Servicer, the Rating
Agencies, the Placement Agent, the Underwriters, the Depositor, the Paying
Agent, the Operating Adviser, any Certificate Owner, solely as it relates to a
Serviced Loan Group, the holder of the related Serviced Companion Loan, any
Seller and any Primary Servicer. With respect to the NCB Mortgage Loans, the
applicable Inspection Reports shall be available for review by the Trustee, the
applicable Special Servicer and, upon request, the Rating Agencies, the
Placement Agent, the Underwriters, the Depositor, the Paying Agent, the
Operating Adviser, any Seller and any Primary Servicer via a password protocol
and execution of an agreement relating thereto on the NCB Master Servicer's
Website (which shall be initially located at www.ncb.coop) by the Business Day
following the Distribution Date in June 2004. The NCB Master Servicer shall,
upon request by any of such parties, deliver copies of such documents to any of
the foregoing parties if such documents are not available on the NCB Master
Servicer's Website at such time. The applicable Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a Mortgage Loan that is not a Specially
Serviced Mortgage Loan, provided that such Special Servicer notifies such Master
Servicer prior to such inspection.

            Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents

            Subject to the limitations of Sections 9.39 and 12.3 hereof and,
with respect to each Serviced Loan Group, the related Intercreditor Agreement,
the Master Servicer shall have the following powers:

            (a) (i) The applicable Master Servicer, in accordance with the
Servicing Standard, may agree to any modification, waiver, amendment or consent
of or relating to any term (including, without limitation, Master Servicer
Consent Matters set forth in Section 8.3(a) hereof and waiver of default
interest and Late Fees as provided in Section 8.3(a)) other than a Money Term of
a Mortgage Loan or a Serviced Companion Loan that is not a Specially Serviced
Mortgage Loan, provided that such amendment would not result in an Adverse REMIC
Event; and provided, further, that if any consent relates to a release of a
letter of credit relating to any Mortgage Loan (other than letters of credit or
portions thereof released upon satisfaction of conditions specified in the
related agreements), then (i) the applicable Master Servicer shall notify the
applicable Special Servicer of any Mortgagor's request to release such letter of
credit which the applicable Master Servicer recommends to release, and (ii) if
the terms of the related Mortgage Loan do not require the applicable Master
Servicer to approve a release, then the applicable Special Servicer shall within
five Business Days provide notice to the applicable Master Servicer on whether
such Master Servicer should approve the release (and the failure of the
applicable Special Servicer to give such Master Servicer such notice shall
automatically be deemed to be an approval by such Special Servicer that such
Master Servicer should grant such release). Notwithstanding the preceding
sentence, with respect to the Mortgage Loans and Serviced Companion Loans that
are not Specially Serviced Loans, if a Master Servicer recommends to approve a
modification, waiver, amendment or consent which is not a Master Servicer
Consent Matter (including, without limitation, any waiver of any requirement
that the Mortgagor post additional reserves or a letter of credit upon the
failure of the Mortgagor to satisfy conditions specified in the Mortgage Loan
documents, but excluding any waiver of default interest and Late Fees as
provided in Section 8.3(a)), such Master Servicer shall provide to the
applicable Special Servicer a copy of such Master Servicer's recommendation and
the relevant information obtained or prepared by such Master Servicer in
connection therewith and all other information in such Master Servicer's
possession reasonably requested by the applicable Special Servicer, provided,
that (A) the applicable Special Servicer shall have the right hereunder to grant
or withhold consent to any such proposed modification, waiver, amendment or
consent, and the applicable Special Servicer shall not unreasonably withhold
such consent and any such decision shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify such Master
Servicer, within five Business Days following such Master Servicer's delivery of
the recommendation and all required information described above, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) such Master Servicer shall not enter into any such
proposed modification, waiver, amendment or consent unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described above. Notwithstanding anything in this
Agreement to the contrary, a Master Servicer shall not be required to obtain or
request the consent of the applicable Special Servicer in connection with any
modification, waiver or amendment, or granting its consent to transactions,
under one or more of the Mortgage Loans that in each case such Master Servicer
has determined (in accordance with the Servicing Standard) is immaterial. In any
event, such Master Servicer shall promptly notify the applicable Special
Servicer of any material modification, waiver, amendment or consent executed by
such Master Servicer pursuant to this Section 8.18(a)(i) and provide to the
applicable Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents do not preclude
imposition of a requirement to or require a Mortgagor to pay a fee for an
assumption, modification, waiver, amendment or consent that would be due or
partially due to the applicable Special Servicer, then the applicable Master
Servicer shall not waive the portion of such fee due to the applicable Special
Servicer without the applicable Special Servicer's approval.

            Notwithstanding the foregoing, the General Special Servicer
acknowledges that the General Master Servicer has delegated certain tasks,
rights and obligations to the Primary Servicers for the Principal Loans and the
WaMu Loans with respect to Post Closing Requests pursuant to Section 8.4 of this
Agreement. The Primary Servicing Agreements for the Principal Loans each
classifies certain Post Closing Requests as Category 1 Requests, in which
Primary Servicers have certain authority to evaluate and process such requests
in accordance with this Agreement, the applicable Primary Servicing Agreement
and applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, each Primary
Servicing Agreement for the Principal Loans and the WaMu Loans provides for the
General 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 the General Special Servicer for consent in accordance with
the terms of such Primary Servicing Agreements upon a determination of
materiality. The General Special Servicer hereby acknowledges such provisions,
including that "materiality" shall include the existence of an Adverse REMIC
Event. Nothing in this Agreement, however, shall grant the applicable Primary
Servicers greater authority, discretion or delegated rights over Post Closing
Requests than are set forth in the applicable Primary Servicing Agreements.

            (ii) The applicable Master Servicer may, without the consent of the
      applicable Special Servicer, extend the maturity date of any Balloon
      Mortgage Loan that is not a Specially Serviced Mortgage Loan to a date
      that is not more than 90 days following the original Maturity Date, if in
      such Master Servicer's sole judgment exercised in good faith (and
      evidenced by an Officer's Certificate), a default in the payment of the
      Balloon Payment is reasonably foreseeable and such extension is reasonably
      likely to produce a greater recovery to the Holders and in the case of a
      Serviced Loan Group, the holders of the related Serviced Companion Loan
      (as a collective whole) on a net present value basis than liquidation of
      such Mortgage Loan and the Mortgagor has obtained an executed written
      commitment (subject only to satisfaction of conditions set forth therein)
      for refinancing of the Mortgage Loan or purchase of the related Mortgaged
      Property. The applicable Master Servicer shall process all such extensions
      and shall be entitled to (as additional servicing compensation) 100% of
      any extension fees collected from a Mortgagor with respect to any such
      extension (except with respect to the Nationwide Loans for which such
      extension fees allocable to the General Master Servicer will be evenly
      divided among the General Master Servicer, the applicable Primary Servicer
      and the applicable Sub-Servicer, if any).

            (b) The applicable Master Servicer may require, in its discretion
(unless prohibited or otherwise provided in the Mortgage Loan documents), as a
condition to granting any request by a Mortgagor for any consent, modification,
waiver or amendment, that such Mortgagor pay to such Master Servicer a
reasonable and customary modification fee to the extent permitted by law;
provided that the collection of such fee shall not be permitted if collection of
such fee would cause a "significant modification" (within the meaning of
Treasury Regulations Section 1.860G-2(b) of the Mortgage Loan). The applicable
Master Servicer shall be entitled to (as additional servicing compensation) 100%
of any Modification Fees collected from a Mortgagor in connection with a
consent, waiver, modification or amendment of a non-Specially Serviced Mortgage
Loan executed or granted pursuant to this Section 8.18 (except with respect to
the Nationwide Loans with respect to which the related Special Servicer shall
receive 50% of such fees with respect to matters requiring the consent of the
Special Servicer). The applicable Master Servicer may charge the Mortgagor for
any costs and expenses (including attorneys' fees and Rating Agency Confirmation
fees) incurred by such Master Servicer or the applicable Special Servicer (which
amounts shall be reimbursed to the applicable Special Servicer) in connection
with any request for a modification, waiver or amendment. The applicable Master
Servicer agrees to use its reasonable efforts in accordance with the Servicing
Standard to collect such costs, expenses and fees from the Mortgagor, provided
that the failure or inability of the Mortgagor to pay any such costs and
expenses shall not impair the right of such Master Servicer to cause such costs
and expenses (but not including any modification fee), and interest thereon at
the Advance Rate, to be paid or reimbursed by the Trust as a Servicing Advance
(to the extent not paid by the Mortgagor). If the applicable Master Servicer
believes that the costs and expenses (including attorneys' fees) to be incurred
by such Master Servicer in connection with any request for a modification,
waiver or amendment will result in a payment or reimbursement by the Trust, then
such Master Servicer shall notify the applicable Special Servicer.

            (c) Each Master Servicer shall notify the Trustee, the applicable
Special Servicer, and, with respect to any Serviced Loan Group, the holder of
the related Serviced Companion Loan, of any modification, waiver or amendment of
any term of any Mortgage Loan permitted by it under this Section and the date
thereof, and shall deliver to the Trustee for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly following the execution thereof except to the
extent (i) allowed with respect to waiver of default interest and Late Fees as
provided in Section 8.3(a) and (ii) such documents have been submitted to the
applicable recording office, in which event such Master Servicers shall promptly
deliver copies of such documents to the Trustee. The Master Servicers shall not
agree to any modification, waiver, or amendment of any Money Term of a Mortgage
Loan or any term of a Specially Serviced Mortgage Loan. The Master Servicer
shall notify the holder of any Serviced Companion Loan of any modification of
the monthly payments of such Serviced Companion Loan and such modifications
shall be made in accordance with this Agreement and the applicable Intercreditor
Agreement and such monthly payments shall be allocated in accordance with the
applicable Intercreditor Agreement.

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide that certain conditions must be satisfied prior to the applicable Master
Servicer releasing additional collateral for the Mortgage Loan (e.g., the
release, reduction or termination of reserves or letters of credit or the
establishment of reserves), then such Master Servicer shall be permitted to
waive any such condition without obtaining the consent of the applicable Special
Servicer, provided that (1) the aggregate amount of the related release,
reduction or termination is no greater than the smaller of 10% of the
outstanding unpaid Principal Balance of the related Mortgage Loan or $75,000 (2)
the condition to be waived is deemed to be non-material in accordance with the
Servicing Standard or (3) such release, reduction or termination would not
otherwise cause an Adverse REMIC Event. Notwithstanding the foregoing, without
the applicable Special Servicer's consent or except as provided in the specific
Mortgage Loan documents, the applicable Master Servicer shall not waive: (1) a
requirement for any such additional collateral to exist, or (2) a lock box
requirement.

            Section 8.19 Specially Serviced Mortgage Loans

            (a) The applicable Master Servicer shall send a written notice to
the applicable Special Servicer, the Operating Adviser, Rating Agencies, the
Paying Agent, the Trustee and solely as it relates to a Serviced Loan Group, to
the holder of the related Serviced Companion Loan, within two Business Days
after becoming aware of a Servicing Transfer Event with respect to a Mortgage
Loan, which notice shall identify the related Mortgage Loan and set forth in
reasonable detail the nature and relevant facts of such Servicing Transfer Event
and whether such Mortgage Loan is covered by an Environmental Insurance Policy
(and for purposes of stating whether such Mortgage Loan is covered by an
Environmental Insurance Policy the applicable Master Servicer may rely on the
Mortgage Loan Schedule) and, except for the Rating Agencies, the Paying Agent
and the Trustee, shall be accompanied by a copy of the Servicer Mortgage File.
The applicable Special Servicer shall not be liable for its failure to deliver
the notice set forth in Section 9.36(a) if such failure is caused by its failure
to receive the written notice set forth above.

            (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the applicable Special Servicer, the applicable Master Servicer
shall notify the related Mortgagor of such transfer in accordance with the
Servicing Standard (the form and substance of such notice shall be reasonably
satisfactory to the applicable Special Servicer).

            (c) Any calculations or reports prepared by the applicable Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to such Master Servicer in writing by the
applicable Special Servicer as provided hereby. The applicable Master Servicer
shall have no duty to investigate or confirm the accuracy of any information
provided to it by the applicable Special Servicer and shall have no liability
for the inaccuracy of any of its reports due to the inaccuracy of the
information provided by such Special Servicer.

            (d) On or prior to each Distribution Date, the applicable Master
Servicer shall provide to the applicable Special Servicer, in order for such
Special Servicer to comply with its obligations under this Agreement, such
information (and in the form and medium) as such Special Servicer may reasonably
request in writing from time to time, provided that (i) the applicable Master
Servicer shall not be required to produce any ad hoc reports or incur any
unusual expense or effort in connection therewith and (ii) if such Master
Servicer elects to provide such ad hoc reports, it may require the applicable
Special Servicer to pay a reasonable fee to cover the costs of the preparation
thereof.

            Section 8.20 Representations, Warranties and Covenants of the Master
Servicers

            (a) The General Master Servicer hereby represents and warrants to
and covenants with the Trustee, the Paying Agent and the holder of any Serviced
Companion Loan, as of the date hereof:

            (i) the General Master Servicer is duly organized, validly existing
      and in good standing as a national banking association under the laws of
      the United States, and shall be and thereafter remain, in compliance with
      the laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not adversely affect the
      General Master Servicer's ability to perform its obligations hereunder in
      accordance with the terms of this Agreement;

            (ii) the General Master Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The General
      Master Servicer has duly and validly authorized the execution, delivery
      and performance of this Agreement and this Agreement has been duly
      executed and delivered by the General Master Servicer; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the
      Depositor, the NCB Master Servicer, the Trustee, the Fiscal Agent, the
      Paying Agent and the Special Servicers, evidences the valid and binding
      obligation of the General Master Servicer enforceable against the General
      Master Servicer in accordance with its terms subject, as to enforcement of
      remedies, to applicable bankruptcy, reorganization, insolvency,
      moratorium, receivership and other similar laws affecting creditors'
      rights generally as from time to time in effect, and to general principles
      of equity (regardless of whether such enforceability is considered in a
      proceeding in equity or at law);

            (iii) the execution and delivery of this Agreement, the consummation
      of the transactions contemplated hereby, and the fulfillment of or
      compliance with the terms and conditions of this Agreement will not (1)
      result in a breach of any term or provision of its charter or by-laws or
      (2) conflict with, result in a breach, violation or acceleration of, or
      result in a default under, the terms of any other material agreement or
      instrument to which it is a party or by which it may be bound, or any law,
      governmental rule, regulation, or judgment, decree or order applicable to
      it of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it, which materially and adversely affects
      its ability to perform its obligations under this Agreement;

            (iv) no litigation is pending or, to the General Master Servicer's
      knowledge, threatened, against it, that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or its
      ability to service the Mortgage Loans or to perform any of its other
      obligations hereunder in accordance with the terms hereof;

            (v) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by it of, or compliance by it with, this Agreement, or the
      consummation of the transactions contemplated hereby, or if any such
      consent, approval, authorization or order is required, it has obtained the
      same or will obtain the same prior to the time necessary to perform its
      obligations under this Agreement, and, except to the extent in the case of
      performance, that its failure to be qualified as a foreign corporation or
      licensed in one or more states is not necessary for the performance by it
      of its obligations hereunder; and

            (vi) the performance of the services by the General Master Servicer
      contemplated by this Agreement are in the ordinary course of business of
      the General Master Servicer and the General Master Servicer possesses all
      licenses, permits and other authorizations necessary to perform its duties
      hereunder.

            (b) The NCB Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i) the NCB Master Servicer is a federal savings bank duly
      organized, validly existing and in good standing under the laws of the
      United States, and the NCB Master Servicer is in compliance with the laws
      of each State in which any related Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not adversely affect the
      NCB Master Servicer's ability to perform its obligations hereunder in
      accordance with the terms of this Agreement;

            (ii) the NCB Master Servicer's execution and delivery of,
      performance under and compliance with this Agreement, will not violate the
      NCB Master Servicer's organizational documents or constitute a default (or
      an event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      which default or breach, in the good faith and reasonable judgment of the
      NCB Master Servicer, is likely to affect materially and adversely either
      the ability of the NCB Master Servicer to perform its obligations under
      this Agreement or the financial condition of the NCB Master Servicer;

            (iii) the NCB Master Servicer has the full power and authority to
      enter into and consummate all transactions involving the NCB Master
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the NCB Master Servicer, enforceable against the
      NCB Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law;

            (v) the NCB Master Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with this
      Agreement will not constitute a violation of, any law, any order or decree
      of any court or arbiter, or any order, regulation or demand of any
      federal, state or local governmental or regulatory authority, which
      violation, in the NCB Master Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the NCB Master Servicer to perform its obligations under this Agreement
      or the financial condition of the NCB Master Servicer;

            (vi) no consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the NCB Master Servicer of the transactions contemplated
      herein, except for those consents, approvals, authorizations or orders
      that previously have been obtained or where the lack of such consent,
      approval, authorization or order would not have a material adverse effect
      on the ability of the NCB Master Servicer to perform its obligations under
      this Agreement;

            (vii) no litigation is pending or, to the best of the NCB Master
      Servicer's knowledge, threatened against the NCB Master Servicer the
      outcome of which, in the NCB Master Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the NCB Master Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the NCB Master Servicer to perform its obligations under this
      Agreement; and

            (viii) the NCB Master Servicer has errors and omissions insurance as
      required by Section 8.2.

            (c) It is understood that the representations and warranties set
forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

            (d) Any cause of action against a Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the applicable Master Servicer by any of
the Trustee or the applicable Master Servicer. The applicable Master Servicer
shall give prompt notice to the Trustee, the Depositor, the Primary Servicers
and the applicable Special Servicer of the occurrence, or the failure to occur,
of any event that, with notice or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

            Section 8.21 Merger or Consolidation

            Any Person into which a Master Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Master Servicer shall be a party, or any
Person succeeding to the business of such Master Servicer, shall be the
successor of such Master Servicer hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto; provided,
however, that each Rating Agency provides a Rating Agency Confirmation. If such
a succession occurs and the conditions thereto set forth in the provisions in
the foregoing sentence are not met, the Trustee may terminate such Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

            Section 8.22 Resignation of a Master Servicer

            (a) Except as otherwise provided in Section 8.22(b) hereof, a Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that such Master Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of such Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed such Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by such Master Servicer to the Trustee
and the Paying Agent.

            (b) A Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (w) is available, (x) has assets of at least
$15,000,000, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by such Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) in the case of a successor servicer to the General
Master Servicer, assumes all obligations of the resigning General Master
Servicer under the Primary Servicing Agreements; (ii) such Master Servicer bears
all costs associated with its resignation and the transfer of servicing; and
(iii) Rating Agency Confirmation is obtained with respect to such servicing
transfer, as evidenced by a letter delivered to the Trustee by each such Rating
Agency.

            Section 8.23 Assignment or Delegation of Duties by a Master Servicer

            A Master Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Master Servicer (as provided in
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed and carried out by such Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided, however, that with respect to
clause (B), (i) such Master Servicer gives the Depositor, the applicable Special
Servicer, the Primary Servicers, the holder of a Serviced Companion Loan (only
if such assignment/delegation relates to the related Serviced Loan Group), and
the Trustee notice of such assignment and delegation; (ii) such purchaser or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of such Master Servicer, with like effect as if
originally named as a party to this Agreement and the Primary Servicing
Agreements; (iii) the purchaser or transferee has assets in excess of
$15,000,000; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation from Fitch and S&P; and (v) the Depositor consents to such
assignment and delegation, such consent not be unreasonably withheld. In the
case of any such assignment and delegation in accordance with the requirements
of subclause (B) of this Section, such Master Servicer shall be released from
its obligations under this Agreement, except that such Master Servicer shall
remain liable for all liabilities and obligations incurred by it as such Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment set forth in the preceding sentence. Notwithstanding the above, such
Master Servicer may appoint the Primary Servicers and Sub-Servicers in
accordance with Section 8.4 hereof.

            Section 8.24 Limitation on Liability of the Master Servicers and
Others

            (a) Neither of the Master Servicers nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of the Master Servicers shall be under any liability to the holders of
the Certificates, the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Placement Agent, the Underwriters, the holder of any Subordinate Note
or any Non-Trust-Serviced Companion Loan or the Special Servicers for any action
taken or for refraining from the taking of any action in good faith, or using
reasonable business judgment, consistent with the Servicing Standard; provided
that this provision shall not protect any Master Servicer or any such Person
against any breach of a representation or warranty contained herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicers and any partner, representative, Affiliate, member, manager, director,
officer, employee or agent of the Master Servicers may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(including, without limitation, the applicable Special Servicers) respecting any
matters arising hereunder. The Master Servicers shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that each Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans or the interests of the related Serviced Companion Loan in a
Serviced Loan Group (subject to the applicable 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
if applicable, the holders of the related Serviced Companion Loan, and any
Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

            (b) In addition, the Master Servicers shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Master Servicers and conforming to the requirements
of this Agreement. Subject to the Servicing Standard, each Master Servicer shall
have the right to rely on information provided to it by the applicable Special
Servicers and Mortgagors, and will have no duty to investigate or verify the
accuracy thereof. Neither the Master Servicers, nor any partner, representative,
Affiliate, member, manager, director, officer, employee or agent, shall be
personally liable for any error of judgment made in good faith by any officer,
unless it shall be proved that such Master Servicer or such officer was
negligent in ascertaining the pertinent facts. Neither the Master Servicers nor
any partner, representative, Affiliate, member, manager, director, officer,
employee or agent, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

            (c) The Master Servicers shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicers, the Paying Agent, the Trustee or the Fiscal
Agent in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicers from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent such Master Servicer is unable to recover
such amounts from the Person in breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Master Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, financial statement,
      agreement, appraisal, bond or other document (in electronic or paper
      format) reasonably believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) a Master Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) a Master Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Master Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in electronic or
      paper format) reasonably believed by it to be genuine and provided by any
      Mortgagor or manager of a Mortgaged Property.

            (e) The Master Servicers and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of such Master Servicer
shall be indemnified by the Trustee, the Fiscal Agent, the Paying Agent and the
applicable Special Servicer, as the case may be, and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that such
Master Servicer may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of the Trustee's, the
Fiscal Agent's, the Paying Agent's or the applicable Special Servicer's duties
hereunder, as the case may be, or by reason of negligent disregard of the
Trustee's, the Fiscal Agent's, the applicable Special Servicer's or the Paying
Agent's obligations and duties hereunder, as the case may be, (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations). A Master Servicer
shall immediately notify the Trustee, the Fiscal Agent, the Paying Agent, the
applicable Special Servicer and, with respect to any Serviced Loan Group, the
holder of the related Serviced Companion Loan if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans for which it is
acting as Master Servicer entitling such Master Servicer to indemnification
hereunder, whereupon the Trustee, the Fiscal Agent, the Paying Agent or the
applicable Special Servicer, in each case, to the extent the claim is related to
its respective willful misfeasance, bad faith, negligence or negligent
disregard, shall assume the defense of any such claim (with counsel reasonably
satisfactory to such Master Servicer) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Trustee, the Fiscal Agent, the Paying Agent,
the applicable Special Servicer and, with respect to any Serviced Loan Group,
the holder of the related Serviced Companion Loan shall not affect any rights
that such Master Servicer may have to indemnification under this Agreement or
otherwise, unless the Trustee's, the Fiscal Agent's, the Paying Agent's or the
applicable Special Servicer's defense of such claim is materially prejudiced
thereby. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of such Master Servicer hereunder. Any payment hereunder
made by the Trustee, the Fiscal Agent, the Paying Agent or the applicable
Special Servicer pursuant to this paragraph to such Master Servicer shall be
paid from the Trustee's, the Fiscal Agent's, the Paying Agent's or the
applicable Special Servicer's own funds, without reimbursement from the Trust
therefor except to the extent achieved through subrogation as provided in this
Agreement. Any expenses incurred or indemnification payments made by the
Trustee, the Fiscal Agent, the Paying Agent or the applicable Special Servicer
shall be reimbursed by the party so paid, if a court of competent jurisdiction
makes a final judgment that the conduct of the Trustee, the Fiscal Agent, the
Paying Agent or the applicable Special Servicer, as the case may be, was not
culpable of willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or of negligent disregard of its respective
duties hereunder or the indemnified party is found to have acted with willful
misfeasance, bad faith or negligence.

            Section 8.25 Indemnification; Third-Party Claims

            (a) Each Master Servicer and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of each such Master
Servicer shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action or claim relating to this Agreement, any
Mortgage Loans, any Serviced Companion Loans, any REO Property or the
Certificates or any exercise of any right under this Agreement reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of such Master Servicer's willful
misfeasance, bad faith or negligence in the performance of duties hereunder. A
Master Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to such Master Servicer) and out of the Trust pay all
expenses in connection therewith, including counsel fees, and out of the Trust
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim and satisfy any settlement or other
disposition in respect of such claim. The indemnification provided herein shall
survive the termination of this Agreement or of the Master Servicers in such
capacity. The Trustee, the Paying Agent or the Master Servicers shall promptly
make from the applicable Certificate Account (and, if and to the extent that the
amount due shall be paid from collections on, and other proceeds of, any
Serviced Companion Loan, as described above, out of the related Serviced
Companion Loan Custodial Account) any payments certified by the applicable
Master Servicer to the Trustee and the Paying Agent as required to be made to
the applicable Master Servicer pursuant to this Section 8.25.

            (b) Each Master Servicer agrees to indemnify the Trustee, the
applicable Special Servicer, the Trust, the Depositor, the Paying Agent, and any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person thereof, and hold them harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
that the Trustee, the Fiscal Agent, the applicable Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of such Master Servicer's duties hereunder or by reason of negligent
disregard of such Master Servicer's obligations and duties hereunder (including
a breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation such Master Servicer is replaced, the parties hereto agree that
the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent or
the Depositor, as applicable, shall immediately notify the applicable Master
Servicer if a claim is made by any Person with respect to this Agreement or the
Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the
applicable Special Servicer, the Paying Agent or the Trust to indemnification
under this Section 8.25(b), whereupon the applicable Master Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent
or the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the applicable Master Servicer shall not affect any rights
the Trustee, the Fiscal Agent, the applicable Special Servicer, the Depositor,
the Paying Agent or the Trust may have to indemnification under this Agreement
or otherwise, unless the applicable Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
applicable Master Servicer, the applicable Special Servicer, the Fiscal Agent,
the Paying Agent and the Trustee. Any expenses incurred or indemnification
payments made by the applicable Master Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final, non-appealable
judgment that the conduct of the applicable Master Servicer was not culpable of
willful misfeasance, bad faith or negligence in the performance of its
respective duties hereunder or of negligent disregard of its respective duties
hereunder or the indemnified party is found to have acted with willful
misfeasance, bad faith or negligence.

            (c) The Primary Servicer with respect to the Principal Loans and any
partner, representative, Affiliate, member, manager, director, officer, employee
or agent thereof shall be indemnified by the Trust and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its Primary
Servicing Agreement (but only if, and to the extent that, the General Master
Servicer would have been entitled to indemnification therefor under this
Agreement if it were directly servicing the Principal Loan), any Principal Loan,
any REO Property or the Certificates or any exercise of any right under this
Agreement or its related Primary Servicing Agreement (limited as set forth
above) reasonably requiring the use of counsel or the incurring of expenses
other than any loss, liability or expense incurred by reason of such Primary
Servicer's willful misfeasance, bad faith or negligence in the performance of
duties thereunder. Such Primary Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to such Primary Servicer) and out of
the Trust pay all expenses in connection therewith, including counsel fees, and
out of the Trust promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
and the related Primary Servicing Agreement. The Trustee, the Paying Agent or
the General Master Servicer shall promptly make from the applicable Certificate
Account any payments certified by such Primary Servicer with respect to the
Principal Loans to the Trustee and the Paying Agent as required to be made to
such Primary Servicer pursuant to this Section 8.25.

            (d) The Primary Servicer with respect to the Principal Loans agrees
to indemnify the Trustee, the Fiscal Agent, the General Special Servicer, the
Trust, the Depositor, the Paying Agent, and any partner, representative,
Affiliate, member, manager, director, officer, employee, agent or Controlling
Person thereof, and hold them harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses that the Trustee, the Fiscal Agent,
the General Special Servicer, the Depositor, the Paying Agent and the Trust may
sustain arising from or as a result of the willful misfeasance, bad faith or
negligence in the performance of such Primary Servicer's duties under this
Agreement, its related Primary Servicing Agreement or by reason of negligent
disregard of such Primary Servicer's obligations and duties thereunder
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations), and if
in any such situation such Primary Servicer is replaced, the parties hereto
agree that the amount of such claims, losses, penalties, fines, legal fees and
related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor primary
servicer. The Trustee, the Fiscal Agent, the General Special Servicer, the
Paying Agent or the Depositor, as applicable, shall immediately notify such
Primary Servicer if a claim is made by any Person with respect to this
Agreement, the related Primary Servicing Agreement or the Principal Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the General Special
Servicer, the Paying Agent or the Trust to indemnification under this Section
8.25(d), whereupon such Primary Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent,
the General Special Servicer, the Paying Agent or the Depositor, as applicable)
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify such
Primary Servicer shall not affect any rights the Trustee, the Fiscal Agent, the
applicable Special Servicer, the Depositor, the Paying Agent or the Trust may
have to indemnification under this Agreement, the related Primary Servicing
Agreement or otherwise, unless such Primary Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the related Primary Servicing Agreement
and the resignation or termination of the applicable Master Servicer, the Fiscal
Agent, the applicable Special Servicer, the Paying Agent and the Trustee. Any
expenses incurred or indemnification payments made by such Primary Servicer with
respect to the Principal Loans shall be reimbursed by the party so paid, if a
court of competent jurisdiction makes a final, non-appealable judgment that the
conduct of such Primary Servicer was not culpable or that such Primary Servicer
did not act with willful misfeasance, bad faith or negligence.

            (e) The Master Servicers shall not have any liability to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Special
Servicers, any Other Master Servicer, any Other Special Servicer, the holder of
any Serviced Companion Loan, any Certificateholder, any Certificate Owner, the
Placement Agent, any Underwriter, any Rating Agency or any other Person to whom
it delivers information pursuant to the provisions of this Agreement for
federal, state or other applicable securities law violations relating to the
disclosure of such information. In the event any Person brings any claims
relating to or arising from the foregoing against a Master Servicer (or any
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents thereof), the Trust (from amounts held in any account
(including with respect to any such claims relating to a Serviced Companion
Loan, from amounts held in the related Serviced Companion Loan Custodial Account
or otherwise) shall hold harmless and indemnify such Master Servicer from any
loss or expense (including attorney fees) relating to or arising from such
claims.

            (f) Each Other Master Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of such Other
Master Servicer shall be indemnified by the Trust and held harmless against (i)
the Trust's pro rata share of any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
relating to the applicable Other Pooling and Servicing Agreement and this
Agreement, and relating to the applicable Non-Trust-Serviced Pari Passu Loan
(but excluding any such losses allocable to any related Non-Trust-Serviced
Companion Loan), reasonably requiring the use of counsel or the incurring of
expenses other than any losses incurred by reason of such Other Master
Servicer's willful misfeasance, bad faith or negligence in the performance of
its duties under the applicable Other Pooling and Servicing Agreement and (ii)
any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses relating to the
related Non-Trust-Serviced Pari Passu Loan, but only to the extent that such
losses arise out of the actions of the Master Servicers, the Special Servicers
or the Trustee, and only to the extent that such actions are in violation of the
such party's duties under the provisions of this Agreement and to the extent
that such actions are the result of such party's negligence, bad faith or
willful misconduct.


            Section 8.26 1934 Act Reporting

            (a) The Master Servicers, the Special Servicers, the Paying Agent,
the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor
in connection with the Trust's satisfaction of its reporting requirements under
the 1934 Act. Within 15 days after each Distribution Date, the Paying Agent
shall prepare, execute (on behalf of the Depositor) and file on behalf of the
Trust any Forms 8-K customary for similar securities as required by the 1934 Act
and the rules and regulations of the Commission thereunder; provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. The Paying Agent shall file each Form 8-K with a copy of the
related Monthly Certificateholders Report attached thereto. The Paying Agent
shall not file any other attachments with any Form 8-K without the prior consent
of the Depositor. If the Depositor directs that any other attachments are to be
filed with any Form 8-K, such attachments shall be delivered to the Paying Agent
in EDGAR-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Prior to March 30th
of each year (or such earlier date as may be required by the 1934 Act and the
rules and regulations of the Commission), the Paying Agent shall prepare and
file a Form 10-K (which shall be executed by the Depositor), in substance as
required by applicable law or applicable interpretations thereof of the staff of
the Commission. Such Form 10-K shall include as exhibits each annual statement
of compliance described under Sections 8.12 and 9.18 and each accountant's
report described under Sections 8.13 and 9.19, in each case to the extent they
have been timely delivered to the Paying Agent. If they are not so timely
delivered, the Paying Agent shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the Paying
Agent. Each Form 10-K shall also include any Sarbanes-Oxley Certification
required to be included therewith, as described in paragraph (b) of this Section
8.26. The Paying Agent shall not file any other attachments with any Form 10-K
without the prior consent of the Depositor. The Paying Agent shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from the Paying Agent's inability or failure to obtain any
information not resulting from its own negligence, bad faith or willful
misconduct. Upon any filing with the Securities and Exchange Commission, the
Paying Agent shall promptly deliver to the Depositor a copy of any such executed
report, statement or information. Prior to January 30 of the first year in which
the Paying Agent is able to do so under applicable law, the Paying Agent shall
file a Form 15 relating to the automatic suspension of reporting in respect of
the Trust under the 1934 Act.

            (b) The Form 10-K shall include any certification (the
"Sarbanes-Oxley Certification") required to be included therewith pursuant to
the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission's staff) and a copy of such Sarbanes-Oxley Certification shall be
provided to the Rating Agencies. An officer of the Depositor shall sign the
Sarbanes-Oxley Certification. On or before March 20th of each year with respect
to which a Form 10-K is filed by the Paying Agent, as set forth above, the
Master Servicers, the Special Servicers, each Primary Servicer and the Paying
Agent (each, a "Performing Party") shall provide (and, in the case of each
Primary Servicer, the applicable Master Servicer shall cause each related
Primary Servicing Agreement to require the Primary Servicer to so provide) to
the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person")
a certification (each, a "Performance Certification"), in the form set forth on
Exhibit AA hereto or in the form set forth on Exhibit A to Exhibit AA hereto, as
applicable, on which the Certifying Person, the Depositor (if the Certifying
Person is an individual), and the Depositor's partner, representative,
Affiliate, member, manager, director, officer, employee or agent (collectively
with the Certifying Person, "Certification Parties") can rely. Notwithstanding
the foregoing, nothing in this paragraph shall require any Performing Party to
(i) certify or verify the accurateness or completeness of any information
provided to such Performing Party by third parties, (ii) to certify information
other than to such Performing Party's knowledge and in accordance with such
Performing Party's responsibilities hereunder or under any other applicable
servicing agreement or (iii) with respect to completeness of information and
reports, to certify anything other than that all fields of information called
for in written reports prepared by such Performing Party have been completed
except as they have been left blank on their face. In addition, if directed by
the Depositor, such Performing Party shall provide an identical certification to
Depositor's certified public accountants that such Performing Party provided to
its own certified public accountants to the extent such certification relates to
the performance of such Performing Party's duties pursuant to this Agreement or
a modified certificate limiting the certification therein to the performance of
such Performing Party's duties pursuant to this Agreement. In the event any
Performing Party is terminated or resigns pursuant to the terms of this
Agreement, such Performing Party shall provide a Performance Certification to
the Depositor pursuant to this Section 8.26(b) with respect to the period of
time such Performing Party was subject to this Agreement.

            (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations. A
Performing Party shall have no obligation to indemnify any Certification Party
for an inaccuracy in the Performance Certification of any other Performing
Party. If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Certification Party, then the Performing Party agrees that
it shall contribute to the amount paid or payable to the Certification Party as
a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the
Certification Party on the one hand and the Performing Party on the other in
connection with a breach of the Performing Party's obligations under this
Section 8.26 or the Performing Party's negligence, bad faith or willful
misconduct in connection therewith; provided that in no event shall the
obligations of a Performing Party pursuant to the immediately preceding sentence
exceed the obligations set forth in the first sentence of this paragraph.

            (d) The Depositor and each Performing Party hereby agree to
negotiate in good faith with respect to compliance with any further guidance
from the Commission or its staff relating to the execution of any Form 10-K and
any Sarbanes-Oxley Certification. In the event such parties agree on such
matters, this Agreement shall be amended to reflect such agreement pursuant to
Section 13.3, which amendment shall not require any Opinions of Counsel,
Officer's Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.

            Section 8.27 Compliance with REMIC Provisions

            The Master Servicers shall act in accordance with this Agreement and
the REMIC Provisions and related provisions of the Code in order to create or
maintain the status of the REMIC Pools created hereby as REMICs and the Class EI
Grantor Trust created hereby as a grantor trust under the Code. The Master
Servicers shall take no action or cause any REMIC Pool to take any action that
could (i) endanger the status of any REMIC Pool as a REMIC under the Code or
(ii) result in the imposition of a tax upon any REMIC Pool (including, but not
limited to, the tax on prohibited transactions as defined in 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 Servicers shall comply with the provisions of Article XII hereof.

            Section 8.28 Termination

            (a) The obligations and responsibilities of either Master Servicer
created hereby (other than the obligation of the Master Servicers to make
payments to the Paying Agent as set forth in Section 8.29 and the obligations of
the Master Servicers to the Trustee, the Paying Agent, the Fiscal Agent, the
applicable Special Servicers and the Trust as set forth in Section 8.25) shall
terminate (i) on the date which is the later of (A) the final payment or other
liquidation of the last Mortgage Loan remaining outstanding (and final
distribution to the Certificateholders) or (B) the disposition of all REO
Property (and final distribution to the Certificateholders), (ii) if an Event of
Default with respect to such Master Servicer described in clauses 8.28(b)(iii),
(iv), (viii) or (ix) has occurred, 60 days following the date on which the
Trustee or Depositor gives written notice to such Master Servicer that such
Master Servicer is terminated or (iii) if an Event of Default with respect to
such Master Servicer described in clauses 8.28(b)(i), (ii), (v), (vi) or (vii)
has occurred, immediately upon the date on which the Trustee or the Depositor
gives written notice to such Master Servicer that such Master Servicer is
terminated. After any Event of Default, the Trustee (i) may elect to terminate
such Master Servicer by providing such notice, and (ii) shall provide such
notice if holders of Certificates representing more than 25% of the Aggregate
Certificate Balance of all Certificates so direct the Trustee.

            (b) "Event of Default," wherever used herein, means, with respect to
any Master Servicer, any one of the following events:

            (i) any failure by such Master Servicer, at the times required
      hereunder, to remit to the Paying Agent or otherwise make any payment
      required to be remitted by such Master Servicer under the terms of this
      Agreement, including any required Advances; or

            (ii) any failure by such Master Servicer to make a required deposit
      to the applicable Certificate Account which continues unremedied for one
      Business Day following the date on which such deposit was first required
      to be made; or

            (iii) any failure on the part of such Master Servicer duly to
      observe or perform in any material respect any other of the duties,
      covenants or agreements on the part of such Master Servicer contained in
      this Agreement which continues unremedied for a period of 30 days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to such Master Servicer by the Depositor
      or the Trustee; provided, however, that if such Master Servicer certifies
      to the Trustee and the Depositor that such Master Servicer is in good
      faith attempting to remedy such failure, such cure period will be extended
      to the extent necessary to permit such Master Servicer to cure such
      failure; provided, further, that such cure period may not exceed 90 days;
      or

            (iv) any breach of the representations and warranties contained in
      Section 8.20 hereof that materially and adversely affects the interest of
      any holder of any Class of Certificates and that continues unremedied for
      a period of 30 days after the date on which notice of such breach,
      requiring the same to be remedied, shall have been given to such Master
      Servicer by the Depositor or the Trustee, provided, however, that if such
      Master Servicer certifies to the Trustee and the Depositor that such
      Master Servicer is in good faith attempting to remedy such breach, such
      cure period will be extended to the extent necessary to permit such Master
      Servicer to cure such breach; provided, further, that such cure period may
      not exceed 90 days; or

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

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

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

            (viii) the Trustee shall receive notice from Fitch to the effect
      that the continuation of the Master Servicer in such capacity would result
      in the downgrade, qualification or withdrawal of any rating then assigned
      by Fitch to any Class of Certificates; or

            (ix) such Master Servicer is removed from S&P's approved Master
      Servicer list and the ratings then assigned by S&P to any Classes of
      certificates are downgraded, qualified or withdrawn (including, without
      limitation, being placed on "negative credit watch") in connection with
      such removal.

            If any Master Servicer is terminated based upon an Event of Default
set forth in clause (viii) or (ix) above, then such Master Servicer shall have
the right to enter into a primary servicing agreement with the applicable
successor Master Servicer with respect to all applicable Mortgage Loans that are
not then subject to a Primary Servicing Agreement, so long as such terminated
Master Servicer is on the approved list of commercial mortgage loan primary
servicers maintained by S&P and has a commercial loan primary servicer rating of
at least CPS3 (or the equivalent) from Fitch (or obtains a Rating Agency
Confirmation from each Rating Agency as to which such terminated Master Servicer
does not satisfy the applicable rating level described above).

            Section 8.29 Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by a Master Servicer to the Paying Agent shall be made, shall be given
promptly in writing by such Master Servicer to the Paying Agent and the holder
of any Serviced Companion Loan no later than the later of (i) five Business Days
after the final payment or other liquidation of the last Mortgage Loan or (ii)
the sixth day of the month of such final distribution. Upon any such
termination, the duties of such Master Servicer (other than the obligation of
such Master Servicer to pay to the Paying Agent the amounts remaining in the
applicable Certificate Account as set forth below and the obligations of such
Master Servicer to the Trustee, the Trust and the Fiscal Agent as provided
herein) shall terminate and such Master Servicer shall transfer to the Paying
Agent the amounts remaining in the applicable Certificate Account (and any
sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the applicable Certificate Account
and any other account or fund maintained with respect to the Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date
on which a written notice of termination is given to a Master Servicer pursuant
to clause (iii) of Section 8.28(a) all authority, power and rights of such
Master Servicer under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation, unreimbursed Advances or, if the terminated Master
Servicer is Wells Fargo Bank, National Association or NCB, FSB, the Excess
Servicing Fee with respect to its Mortgages Loans and all indemnities and
exculpations set forth herein); provided that in no event shall the termination
of such Master Servicer be effective until a successor servicer shall have
succeeded such Master Servicer as successor servicer, subject to approval by the
Rating Agencies, notified such Master Servicer of such designation and such
successor servicer shall have assumed such Master Servicer's obligations and
responsibilities hereunder and under the Primary Servicing Agreements, as set
forth in an agreement substantially in the form hereof, with respect to the
Mortgage Loans. Except as provided in the next sentence, the Trustee may not
succeed a Master Servicer as servicer until and unless it has satisfied the
provisions that would apply to a Person succeeding to the business of such
Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the
foregoing sentence, in the event that a Master Servicer is terminated as a
result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii),
the Trustee shall act as successor servicer immediately upon delivery of a
notice of termination to such Master Servicer and shall use commercially
reasonable efforts within 90 days of assuming the duties of such Master
Servicer, either to satisfy the conditions of Section 8.22(b) hereof or to
transfer the duties of such Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of such Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicers agree to cooperate with the Trustee, the Paying Agent and the Fiscal
Agent in effecting the termination of a Master Servicer's responsibilities and
rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the Trustee
all documents and records in electronic or other form reasonably requested by it
to enable the successor servicer designated by the Trustee to assume such Master
Servicer's functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by such Master Servicer in the applicable Certificate Account and
any other account or fund maintained or thereafter received with respect to the
Mortgage Loans.

            (c) If a Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of
Default caused by a default of a Primary Servicer under its Primary Servicing
Agreement, and if such Master Servicer provides the Trustee with the appropriate
"request for proposal" materials within five Business Days after receipt of such
written notice of termination, then the Trustee shall promptly thereafter (using
such "request for proposal" materials provided by such Master Servicer) solicit
good faith bids for the rights to service the Mortgage Loans under this
Agreement from at least three but no more than five Qualified Bidders or, if
three Qualified Bidders cannot be located, then from as many Persons as the
Trustee can determine are Qualified Bidders. At the Trustee's request, such
Master Servicer shall supply the Trustee with the names of Persons from whom to
solicit such bids. In no event shall the Trustee be responsible if less than
three Qualified Bidders submit bids for the right to service the Mortgage Loans
under this Agreement.

            (d) Each bid proposal shall require any Qualified Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 30 days after termination of the applicable
Master Servicer hereunder. The Trustee shall select the Qualified Bidder with
the highest cash bid (or such other Qualified Bidder as the applicable Master
Servicer may direct) (the "Successful Bidder") to act as successor Master
Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into
this Agreement as successor Master Servicer pursuant to the terms hereof, and in
connection therewith to deliver the amount of the Successful Bidder's cash bid
to the Trustee by wire transfer of immediately available funds to an account
specified by the Trustee no later than 10:00 a.m. New York City time on the date
specified for the assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

            (f) If the Successful Bidder has not entered into this Agreement as
a successor Master Servicer within 30 days after the termination of a Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

            (g) Notwithstanding anything to the contrary in this Section 8.29,
the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

            Section 8.30 Certain Matters Regarding the Beverly Center A/B/C Loan

            (a) The Beverly Center Master Servicer (or, if the Beverly Center
A/B/C Loan is a CSFB 2004-C1 Specially Serviced Loan, then the Beverly Center
Special Servicer) shall service and administer the Beverly Center A/B/C Loan in
a manner consistent with the Beverly Center Intercreditor Agreements and, unless
another party is expressly responsible hereunder and thereunder, shall (subject
to the CSFB 2004-C1 Servicing Standard) satisfy all of the obligations required
to be performed by the "Note A Holder" or contemplated to be performed by a
"Servicer" under Sections 3, 6, 17 and 21 of the Beverly Center A/B/C
Intercreditor Agreement. If and for so long as Section 11 of the Beverly Center
A/B/C Intercreditor Agreement is in effect, the Beverly Center Master Servicer
(or, if the Beverly Center A/B/C Loan is a CSFB 2004-C1 Specially Serviced Loan,
then the Beverly Center Special Servicer) shall satisfy all of the obligations
required to be performed by the "Note A Holder" or contemplated to be performed
by a "Servicer" under such Section 11. The General Master Servicer and the
General Special Servicer hereby acknowledge and agree to Section 3.1.5 of the
Beverly Center Senior Notes Intercreditor Agreement.

            (b) Prior to taking any of the Beverly Center Consultation Actions
or the Beverly Center Specially Designated Servicing Actions, the Beverly Center
Master Servicer (or, if the Beverly Center A/B/C Loan is a CSFB 2004-C1
Specially Serviced Loan, then the Beverly Center Special Servicer) shall provide
notice of its intent to take such particular action to the Trustee who shall
promptly provide such notice to the Special Servicer and the Operating Adviser.
In connection with the foregoing, the Beverly Center Master Servicer or Beverly
Center Special Servicer, as the case may be, shall promptly provide to the
Trustee all information in its possession with respect to any proposed Beverly
Center Consultation Action or Beverly Center Specially Designated Servicing
Action, as the case may be, including its reasons for determining to take or
permit a proposed action, in each case as the Operating Adviser or the Trustee
may reasonably request. The Trustee shall provide such information to the
Special Servicer and the Operating Adviser. For 10 Business Days following its
receipt of any notice delivered by the Beverly Center Master Servicer or Beverly
Center Special Servicer pursuant to the second preceding sentence, and subject
to Section 20(d) of the Beverly Center A/B/C Intercreditor Agreement, the
Operating Adviser shall have the right, as and to the extent permitted under the
Beverly Center Intercreditor Agreement, to contact and consult with the Beverly
Center Master Servicer or Beverly Center Special Servicer, as applicable,
regarding any Beverly Center Consultation Action and/or Beverly Center Specially
Designated Servicing Action; provided that if such Beverly Center Master
Servicer or Beverly Center Special Servicer, as the case may be, determines that
immediate action is necessary to protect the interests of the
Certificateholders, the CSFB 2004-C1 Certificateholders and the other Beverly
Center Companion Loan Holders (as a collective whole), then such Beverly Center
Master Servicer or Beverly Center Special Servicer, as the case may be, may take
any Beverly Center Consultation Action or Beverly Center Specially Designated
Servicing Action without waiting for a response to such notice; and provided
that (i) unless and until the holders of the Beverly Center Senior Loans (or any
successor Beverly Center REO Loans with respect thereto) become the Beverly
Center Controlling Holder, (ii) unless the proposed action is a Beverly Center
Specially Designated Servicing Action and (iii) unless such Operating Adviser or
its designee is acting as, or as part of, the Beverly Center Senior Control
Group, the Beverly Center Master Servicer or the Beverly Center Special Servicer
shall have no obligation to follow any advice of, or take any direction from,
such Operating Adviser, with respect to any Beverly Center Consultation Action,
any Beverly Center Specially Designated Servicing Action or otherwise.

            Notwithstanding anything to the contrary contained herein (but
subject to the penultimate paragraph of this Section 8.30(b)), the Beverly
Center Master Servicer (or, if the Beverly Center A/B/C Loan is a CSFB 2004-C1
Specially Serviced Loan, then the Beverly Center Special Servicer) shall: (1)
consult with the Beverly Center Controlling Holder at any time (whether or not
an "event of default" (as defined in the Beverly Center A/B/C Intercreditor
Agreement) has occurred) with respect to proposals to take any significant
action with respect to the Beverly Center A/B/C Loan or the related Mortgaged
Property and to consider alternative actions recommended by the Beverly Center
Controlling Holder in connection with (i) any adoption or implementation of a
business plan submitted by the related Borrower with respect to the related
Mortgaged Property, (ii) the execution or renewal of any lease (if a lender
approval is provided for in the applicable Mortgage Loan documents), (iii) the
release of any escrow held in conjunction with the Beverly Center A/B/C Loan to
the related Borrower not expressly required by the related Mortgage Loan
documents or under applicable law, (iv) material alterations on the related
Mortgaged Property, if approval by the lender is required by the related
Mortgage Loan documents, (v) material change in any ancillary Mortgage Loan
documents, or (vi) the waiver of any notice provisions related to prepayment;
and (2) prior to taking any of the Beverly Center Specially Designated Servicing
Actions, notify in writing the Beverly Center Controlling Holder of any proposal
to take any of such actions (and to provide the Beverly Center Controlling
Holder with such information reasonably requested by the Beverly Center
Controlling Holder as may be necessary in the reasonable judgment of the Beverly
Center Controlling Holder in order to make a judgment) and receive the written
approval of the Beverly Center Controlling Holder (which approval may be
withheld in its sole good faith discretion) with respect thereto; provided that,
if the Beverly Center Controlling Holder fails to notify the Beverly Center
Master Servicer or the Beverly Center Special Servicer, as applicable, of its
approval or disapproval of any such proposed action within 10 Business Days
after delivery to the Beverly Center Controlling Holder by the Beverly Center
Master Servicer or the Beverly Center Special Servicer, as applicable, of
written notice of such a proposed action and such information as reasonably
requested by the Beverly Center Controlling Holder, such action by such Beverly
Center Master Servicer or such Beverly Center Special Servicer shall be deemed
to have been approved by the Beverly Center Controlling Holder. Notwithstanding
the foregoing, any amounts funded by the Beverly Center Master Servicer, the
CSFB 2004-C1 Trustee, the General Master Servicer, the Trustee, the Fiscal
Agent, any party with respect to a future securitization of a Beverly Center
Companion Loan or a Beverly Center Subordinate Note Holder as a result of (i)
the making of any protective Advances or (ii) interest accruals or accretions
and any compounding thereof (including default interest) with respect to the
related Notes shall not at any time be deemed to contravene this Section
8.30(b).

            With respect to any proposed action requiring consultation with or
approval of the Beverly Center Controlling Holder pursuant to the second
paragraph of this Section 8.30(b) and Section 20(b) of the Beverly Center A/B/C
Intercreditor Agreement, the Beverly Center Master Servicer or the Beverly
Center Special Servicer, as the case may be, shall 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 not taking
such action, setting forth the basis on which such Beverly Center Master
Servicer or such Beverly Center Special Servicer, as the case may be, made such
determination, and shall provide to the Trustee, who shall promptly deliver such
analysis to the Special Servicer and the Operating Adviser, copies of such
summary by hard copy or electronic means on a timely basis. If any such proposed
action is disapproved by the Beverly Center Controlling Holder, the Beverly
Center Master Servicer or the Beverly Center Special Servicer shall propose an
alternate action (based on any counter-proposals received from the Beverly
Center Controlling Holder, to the extent such counter-proposal is consistent
with the immediately succeeding paragraph of Section 8.30(b) and Section 20(d)
of the Beverly Center A/B/C Intercreditor Agreement or, if no such
counter-proposal is received, then based on any alternate course of action that
such Beverly Center Master Servicer or such Beverly Center Special Servicer may
deem appropriate) until the approval of the Beverly Center Controlling Holder is
obtained; provided that if such Beverly Center Master Servicer or such Beverly
Center Special Servicer, as the case may be, and the Beverly Center Controlling
Holder do not agree on a proposed course of action within 60 days after the date
on which such Beverly Center Master Servicer or such Beverly Center Special
Servicer, as the case may be, first proposed a course of action, then such
Beverly Center Master Servicer or such Beverly Center Special Servicer, as the
case may be, shall take such action as it deems appropriate in accordance with
the CSFB 2004-C1 Servicing Standard.

            Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Beverly Center Controlling Holder, as
contemplated by the foregoing provisions of Section 8.30(b), may (and the
Beverly Center Master Servicer or the Beverly Center Special Servicer, as the
case may be, shall ignore and act without regard to any such advice, direction
or objection that such Beverly Center Master Servicer or such Beverly Center
Special Servicer, as the case may be, has determined, in its reasonable, good
faith judgment, will) require or cause such Beverly Center Master Servicer or
such Beverly Center Special Servicer, as the case may be, the CSFB 2004-C1
Trustee or the Master Servicer, Special Servicer or Trustee to take any action
or refrain from taking any action which would violate any law of any applicable
jurisdiction, be inconsistent with the CSFB 2004-C1 Servicing Standard or
violate the "REMIC Provisions" (as defined in the CSFB 2004-C1 Pooling and
Servicing Agreement) or violate any other provisions of the CSFB 2004-C1 Pooling
and Servicing Agreement, the Mortgage Loan documents, or any provisions of the
Beverly Center A/B/C Intercreditor Agreement.

            With respect to the matters contemplated by the foregoing provisions
of this Section 8.30(b) and the corresponding provisions of the Beverly Center
Senior Notes Intercreditor Agreement, the Operating Adviser is hereby
designated, on behalf of the Trust, as holder of the Beverly Center Pari Passu
Loan to exercise the consultation and consent rights of the holder of such
Mortgage Loan or any successor REO Mortgage Loan with respect thereto and to
constitute part of the Beverly Center Senior Control Group.

            (c) The parties acknowledge that no Beverly Center Controlling
Holder or designee thereof shall owe any fiduciary duty to the CSFB 2004-C1
Trustee, the Beverly Center Master Servicer, the Beverly Center Special Servicer
or any Series 2004-C1 Certificateholder and that no Beverly Center Controlling
Holder or designee thereof will have any liability to the Trustee, Master
Servicer, Special Servicer, any Certificateholders or any other holder of an
interest in the Beverly Center A/B/C Loan for any action taken, or for
refraining from the taking of any action pursuant to the Beverly Center A/B/C
Intercreditor Agreement, the Beverly Center Senior Notes Intercreditor
Agreement, the CSFB 2004-C1 Pooling and Servicing Agreement or this Agreement,
or the giving of any consent or for errors in judgment. By its acceptance of a
Certificate, each Certificateholder will be deemed to have confirmed its
understanding that (i) a Beverly Center Controlling Holder may take or refrain
from taking actions that favor the interests of the Beverly Center Controlling
Holder or its Affiliates over the other holders of interests in the Beverly
Center A/B/C Loan, (ii) a Beverly Center Controlling Holder may take or refrain
from taking actions (or cause its designee to take or refrain from taking
actions) that favor its interest or the interests of its affiliates over the
other holders of interests in the Beverly Center A/B/C Loan, (iii) that a
Beverly Center Controlling Holder or its designee may have special relationships
and interests that conflict with the interests of the other holders of interests
in the Beverly Center A/B/C Loan and will be deemed to have agreed to take no
action against a Beverly Center Controlling Holder, any designee thereof or any
of their officers, directors, employees, principals or agents as a result of
such special relationships or conflicts, (iv) that no Beverly Center Controlling
Holder shall be liable by reason of its having acted or refrained from acting
solely in its interest or in the interest of its affiliates and (v) that no
designee of the Beverly Center Controlling Holder shall be liable by reason of
its having acted or refrained from acting solely in the interests of the related
Beverly Center Controlling Holder or its affiliates.

            (d) (i) By written notice to the Beverly Center Master Servicer, the
Beverly Center Special Servicer and the CSFB 2004-C1 Trustee (a "Beverly Center
Loan A-1 Purchase Notice") delivered during any period (a "Beverly Center Loan
A-1 Purchase Period") that a monetary event of default has occurred with respect
to Beverly Center Loan A-1 or the Beverly Center Loan A-1 has become a CSFB
2004-C1 Specially Serviced Loan due to the commencement of bankruptcy,
foreclosure or similar proceedings with respect to the related Borrower, the
Operating Adviser (as designee of the Trust as holder of the Beverly Center Pari
Passu Loan pursuant to Section 8.30(e)) and each Beverly Center Companion Loan
Holder (excluding, for purposes of this Section 8.30(d)(i) and Section
8.30(d)(ii), the CSFB 2004-C1 Directing Certificateholder as designee of the
CSFB 2004-C1 Trust as holder of the Beverly Center Loan A-1) may elect to
purchase the Beverly Center Loan A-1; provided that any such election by the
Operating Adviser or any Beverly Center Companion Loan Holder to purchase the
Beverly Center Loan A-1 shall be rendered null and void if the CSFB 2004-C1
Directing Certificateholder (as designee of the CSFB 2004-C1 Trust as holder of
the Beverly Center Loan A-1) elects to purchase the Beverly Center Companion
Loans pursuant to the rights granted to it under Section 3.32(e) of the CSFB
2004-C1 Pooling and Servicing Agreement. If the Operating Adviser's or any
Beverly Center Companion Loan Holder's election to purchase the Beverly Center
Loan A-1 has not been so rendered null and void, then the CSFB 2004-C1 Trustee
shall sell (and the Operating Adviser or such Beverly Center Companion Loan
Holder, as the case may be, shall purchase) the Beverly Center Loan A-1 at the
applicable "Purchase Price", as defined in the CSFB 2004-C1 Pooling and
Servicing Agreement ( the "Beverly Center Senior Loan Purchase Price), on a date
(the "Beverly Center Loan A-1 Purchase Date") to be established by the Beverly
Center Special Servicer, which shall be not less than five Business Days nor
more than 10 Business Days after the date on which the Beverly Center Special
Servicer receives a copy of the Beverly Center Loan A-1 Purchase Notice. The
Beverly Center Senior Loan Purchase Price shall be calculated by the Beverly
Center Master Servicer or the Beverly Center Special Servicer, as the case may
be, three Business Days prior to the Beverly Center Loan A-1 Purchase Date (and
such calculation shall be accompanied by reasonably detailed back-up
documentation explaining how such price was determined) and shall, absent
manifest error, be binding upon the Operating Adviser, any Beverly Center
Companion Loan Holders and any designees thereof. Notwithstanding the foregoing,
the right of the Operating Adviser, any Beverly Center Companion Loan Holders
and any designees thereof to elect to purchase the Beverly Center Loan A-1 under
this Section 8.30(d)(i) will automatically terminate upon the earlier of (a) the
expiration of the Beverly Center Loan A-1 Purchase Period and (b) a foreclosure
sale, power of sale, or delivery of deed-in-lieu of foreclosure with respect to
the related Mortgaged Property. The purchase option set forth in this Section
8.30(d)(i) shall be in addition to the purchase option set forth in Section
8.30(d)(ii).

            (ii) Prior to entering into any modification of the Beverly Center
      Senior Loans that would materially affect the monetary terms of the
      Beverly Center Senior Loans, the Beverly Center Special Servicer shall
      provide the Trustee and each Beverly Center Companion Loan Holder with
      notice thereof and with all information that the Beverly Center Special
      Servicer considers material, but in any case including a draft of the
      agreement, if any, that sets forth such proposed modification. The Trustee
      shall promptly provide a copy of such notice and copies of all such
      materials to the Special Servicer and the Operating Adviser. The Operating
      Adviser (as designee of the Trust as holder of the Beverly Center Pari
      Passu Loan pursuant to Section 8.30(e)) and each Beverly Center Companion
      Loan Holder shall have the right to purchase the Beverly Center Loan A-1
      at a price equal to the Beverly Center Senior Loan Purchase Price
      therefore by delivering notice to the Beverly Center Master Servicer and
      the Beverly Center Special Servicer, within five Business Days of receipt
      of the materials described in the preceding sentence, that it intends to
      exercise such purchase option (such purchase option to terminate at the
      end of such five Business Day period or upon receipt of notice by the
      Beverly Center Special Servicer that such Beverly Center Companion Loan
      will be otherwise sold pursuant to the CSFB 2004-C1 Pooling and Servicing
      Agreement); provided that the Operating Adviser's or any Beverly Center
      Companion Loan Holder's election to purchase the Beverly Center Loan A-1
      shall be rendered null and void if the Series 2004-C1 Directing
      Certificateholder elects to purchase the Beverly Center Senior Loans
      pursuant to the rights granted to it under Section 3.32(e) of the CSFB
      2004-C1 Pooling and Servicing Agreement. If the Operating Adviser's or any
      Beverly Center Companion Loan Holder's election to purchase the Beverly
      Center Loan A-1 has not been so rendered null and void, then the Operating
      Adviser or such Beverly Center Companion Loan Holder shall deliver such
      Beverly Center Senior Loan Purchase Price (in respect of such Beverly
      Center Loan A-1) to the Beverly Center Master Servicer within three
      Business Days of the end of the five Business Day period referred to in
      the prior sentence.

            (iii) If the Operating Adviser and/or multiple Beverly Center
      Companion Loan Holders (including the Operating Adviser, but excluding the
      CSFB 2004-C1 Directing Certificateholder) elect to purchase the Beverly
      Center Loan A-1 pursuant to Section 8.30(d)(i) or Section 8.30(d)(ii),
      then priority among them shall be determined on a "first in time, first in
      right" basis.

            (e) Consistent with the Beverly Center Senior Notes Intercreditor
Agreement, the Operating Adviser is hereby designated as the Person (solely in
its individual capacity, and not on behalf of the Trust) entitled to exercise
the purchase option of the holder of the Beverly Center Pari Passu Loan with
respect to the Beverly Center Companion Loans under circumstances similar to
those contemplated by Section 8.30(d)(i) and the purchase option of the holder
of the Beverly Center Pari Passu Loan with respect to the Beverly Center
Companion Loans under circumstances similar to those contemplated by Section
8.30(d)(ii), and the parties hereto shall reasonably cooperate in connection
with any exercise of that purchase option.

            (f) If a Beverly Center Triggering Event of Default has occurred and
is continuing, then, upon written notice from the Beverly Center Master Servicer
(a "Beverly Center Repurchase Option Notice") of such occurrence, each Beverly
Center Subordinate Note Holder shall have the right, prior to any other party,
by written notice to the Beverly Center Master Servicer and the Beverly Center
Special Servicer and the Trustee, which shall provide such notice to the Special
Servicer and the Operating Adviser (a "Beverly Center Subordinate Note Holder
Repurchase Notice"), at any time after the occurrence of the Beverly Center
Triggering Event of Default and prior to the earliest to occur of (a) the cure
of the Beverly Center Triggering Event of Default, (b) the consummation of a
foreclosure sale, sale by power of sale or delivery of a deed in lieu of
foreclosure with respect to the related Mortgaged Property, (c) the modification
of the related Mortgage Loan documents effected in accordance with the terms of
the CSFB 2004-C1 Pooling and Servicing Agreement (and subject to the approval
rights of the Beverly Center Controlling Holder set forth therein and in the
Beverly Center A/B/C Intercreditor Agreement) and (d) the date that is 90 days
after such Beverly Center Subordinate Note Holder's receipt of the written
notice of the occurrence of the Beverly Center Triggering Event of Default, (A)
if the holder of the Beverly Center C Note is the purchasing Beverly Center
Subordinate Note Holder, to purchase the Beverly Center Pari Passu Loan, the
Beverly Center Companion Loans and the Beverly Center B Note at the applicable
"Defaulted Mortgage Loan Purchase Price" (as defined in the Beverly Center A/B/C
Intercreditor Agreement) or (B) if the holder of the Beverly Center B Note is
the purchasing Beverly Center Subordinate Note Holder, to purchase the Beverly
Center Pari Passu Loan and the Beverly Center Companion Loans at the applicable
"Defaulted Mortgage Loan Purchase Price" (as defined in the Beverly Center A/B/C
Intercreditor Agreement). Upon the delivery of the Beverly Center Subordinate
Note Holder Repurchase Notice to the Beverly Center Master Servicer, the Beverly
Center Special Servicer, the holders of the other Beverly Center Companion
Loans, the Trustee, which shall provide such notice to the Special Servicer and
the Operating Adviser and, if applicable, the other Beverly Center Subordinate
Note Holder, the CSFB 2004-C1 Trustee shall sell (and the applicable Beverly
Center Subordinate Note Holder shall purchase) the Beverly Center Senior Loans
(including the Beverly Center Pari Passu Loan) and, if applicable, the other
Beverly Center Subordinate Note, free and clear of any sub-interests therein or
any other liens, claims or encumbrances for the applicable "Defaulted Mortgage
Loan Purchase Price" (as defined in the Beverly Center A/B/C Intercreditor
Agreement), on a date (the "Beverly Center Repurchase Date") not less than five
Business Days nor more than 30 Business Days after the date of the Beverly
Center Subordinate Note Holder Repurchase Notice, as shall be established by the
Beverly Center Special Servicer and reasonably acceptable to the purchasing
Beverly Center Subordinate Note Holder. If more than one Beverly Center
Subordinate Note Holder provides a Beverly Center Subordinate Note Holder
Repurchase Notice to the Beverly Center Master Servicer and the Beverly Center
Special Servicer, then the holder of the Beverly Center C Note shall have the
right to consummate the purchase contemplated by this Section 8.30(f), and the
Beverly Center Subordinate Note Holder Repurchase Notice delivered by the holder
of the Beverly Center B Note shall be deemed revoked and of no further force and
effect. The applicable "Defaulted Mortgage Loan Purchase Price" (as defined in
the Beverly Center A/B/C Intercreditor Agreement) shall be calculated by the
Beverly Center Special Servicer three Business Days prior to the Beverly Center
Repurchase Date (and such calculation shall be accompanied by reasonably
detailed back-up documentation explaining how such price was determined) and
shall, absent manifest error, be binding upon the holders of the Beverly Center
Senior Loans (and, if applicable, any related certificateholders under a Beverly
Center Senior Loan Securitization Agreement, the holder of the Beverly Center B
Note and the holder of the Beverly Center C Note. The right of a Beverly Center
Subordinate Note Holder to purchase the Beverly Center Senior Loans and the
Beverly Center B Note, if applicable, shall automatically terminate upon the
consummation of a foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to the related Mortgaged Property. For the
avoidance of doubt, neither Beverly Center Subordinate Note Holder shall have
any option to purchase the Beverly Center Pari Passu Loan under Section 9.36
(without a direct assignment of such right to such Beverly Center Subordinate
Note Holder from the Operating Adviser).

            (g) In connection with any purchase of the Beverly Center Pari Passu
Loan, together with any Beverly Center Companion Loan and/or any Beverly Center
Subordinate Note, pursuant to or as contemplated by Section 8.30(d) or Section
8.30(f), upon its receipt of a Request for Release from the Beverly Center
Master Servicer, the Trustee shall: (i) deliver the related Mortgage File to the
Person effecting the purchase or its designee; and (ii) execute and deliver such
endorsements, assignments and instruments of transfer as shall be provided to it
and are reasonably necessary to vest ownership of the Beverly Center Pari Passu
Loan in the appropriate transferee, without recourse, representations or
warranties.

            (h) The parties hereto acknowledge the purchase options of the
respective Beverly Center Companion Loan Holders and the Beverly Center
Subordinate Note Holders (and/or their respective designees and/or
representatives) in respect of the Beverly Center Pari Passu Loan pursuant to
the Beverly Center Senior Notes Intercreditor Agreement and the Beverly Center
A/B/C Intercreditor Agreement. Upon its receipt of any notice from a Beverly
Center Companion Loan Holder or Beverly Center Subordinate Note Holder or its
designee expressing an intent to exercise any such purchase option, each party
hereto shall promptly forward a copy of such notice to the Operating Adviser.

            (i) In the event any monetary default beyond applicable notice and
grace periods or non-monetary default beyond applicable notice and grace periods
(of which the Beverly Center Master Servicer or the Beverly Center Special
Servicer has knowledge) shall exist with respect to the Beverly Center A/B/C
Loan, then, upon notice from such Beverly Center Master Servicer or such Beverly
Center Special Servicer, as the case may be (a "Beverly Center Cure Option
Notice") of the occurrence of such default beyond applicable notice and grace
periods (which notice such Beverly Center Master Servicer or such Beverly Center
Special Servicer, as the case may be, shall promptly give to the Beverly Center
Controlling Junior Loan Holder upon receipt of knowledge thereof), the Beverly
Center Controlling Junior Loan Holder shall have the right, exercisable by the
Beverly Center Controlling Junior Loan Holder giving written notice of its
intent to cure a default within five Business Days of receipt of the Beverly
Center Cure Option Notice, to cure such default; provided, in the event that the
Beverly Center Controlling Junior Loan Holder has elected to cure any default,
the default must be cured by the Beverly Center Controlling Junior Loan Holder
within, in the case of a monetary default, five Business Days of receipt of such
Beverly Center Cure Option Notice and, in the case of a non-monetary default, 30
days of receipt of such Beverly Center Cure Option Notice. In the event that the
Beverly Center Controlling Junior Loan Holder elects to cure a default that can
be cured by the payment of money (each such payment, a "Beverly Center Cure
Payment"), the Beverly Center Controlling Junior Loan Holder shall make such
Beverly Center Cure Payment as directed by the Beverly Center Master Servicer or
Beverly Center Special Servicer, as the case may be, and each such Beverly
Center Cure Payment shall include all costs, expenses, losses, liabilities,
obligations, damages, penalties, and disbursements imposed on, incurred by or
asserted against the CSFB 2004-C1 Trustee, Beverly Center Master Servicer,
Beverly Center Special Servicer, the holder of any other Beverly Center
Companion Loan or the Master Servicer, Special Servicer or Trustee (including,
without limitation, all unreimbursed Advances (without regard to whether such
Advance would be a Nonrecoverable Advance) and any interest charged thereon,
Penalty Charges, default interest and any unpaid Master Servicing Fees (and
Primary Servicing Fees) with respect to the Beverly Center A/B/C Loan) during
the period of time from the expiration of the grace period under the Beverly
Center A/B/C Loan until such Beverly Center Cure Payment is made or such other
cure is otherwise effected. The right of the Beverly Center Controlling Junior
Loan Holder to reimbursement of any Beverly Center Cure Payment shall be
subordinate in all respects to the rights of the holders of the Beverly Center
Senior Loans to distributions with respect to the Beverly Center A/B/C Loan and
to all amounts distributable to them. So long as a default exists that is being
cured by the Beverly Center Controlling Junior Loan Holder pursuant to this
paragraph or Section 3.32(i) of the CSFB 2004-C1 Pooling and Servicing Agreement
and Section 10(b) of the Beverly Center A/B/C Intercreditor Agreement and the
cure period has not expired and the Beverly Center Controlling Junior Loan
Holder is permitted to cure under the terms of such provisions, such default
shall not constitute a default or an event of default (i) for purposes of
Sections 4 or 5 of the Beverly Center A/B/C Intercreditor Agreement; (ii) for
purposes of accelerating the Beverly Center A/B/C Loan, modifying, amending or
waiving any provisions of the related Mortgage Loan documents or commencing
proceedings for foreclosure or the taking of title by deed-in-lieu of
foreclosure or other similar legal proceedings with respect to the related
Mortgaged Property; or (iii) for purposes of treating the Beverly Center A/B/C
Loan as a CSFB 2004-C1 Specially Serviced Loan; provided that such limitations
shall not prevent the Beverly Center Master Servicer or the Beverly Center
Special Servicer from sending notices of the default to the related Borrower or
any related guarantor or making demands on the related Borrower or any related
guarantor or from collecting default interest or late payment charges from the
related Borrower. Notwithstanding anything to the contrary contained in this
subsection, (A) the Beverly Center Controlling Junior Loan Holder's right to
cure a monetary default or non-monetary default shall be limited to six Beverly
Center Cure Events over the life of the Beverly Center A/B/C Loan and (B) no
single Beverly Center Cure Event may exceed three consecutive months.
Notwithstanding the foregoing, the making of a Beverly Center Cure Payment by
any Person entitled to do so shall not act as a waiver of any amounts due under
the related Mortgage Loan documents by the related Borrower.

            (j) With respect to the matters contemplated by this Section 8.30,
Section 20(f) of the Beverly Center A/B/C Intercreditor Agreement and Section
3.1.2 of the Beverly Center Senior Notes Intercreditor Agreement, the Operating
Adviser is hereby designated, on behalf of the Trust, as holder of the Beverly
Center Pari Passu Loan, to exercise the consultation and consent rights of the
holder of the Beverly Center Pari Passu Loan or any successor REO Mortgage Loan
with respect thereto and to constitute part of a Beverly Center Senior Control
Group (whenever the Beverly Center Senior Control Group constitutes the Beverly
Center Controlling Holder).

            (k) Notwithstanding anything herein to the contrary, but subject to
the next sentence, if any Beverly Center Companion Loan or any successor Beverly
Center REO Loan with respect thereto is included in a rated commercial mortgage
securitization, and if any particular servicing action with respect to the
Beverly Center A/B/C Loan or any related REO Property requires confirmation of
ratings of the Certificates in connection therewith under any provision of this
Agreement, then the Beverly Center Master Servicer or the Beverly Center Special
Servicer, as applicable, shall likewise obtain a similar confirmation of ratings
from Moody's, S&P and/or Fitch, as applicable, with respect to any rated
securities evidencing an interest in, or secured by, such Beverly Center
Companion Loan or any successor Beverly Center REO Loan with respect thereto
(regardless of whether or not expressly required under such provision of this
Agreement). Also notwithstanding anything to the contrary contained herein, any
costs associated with confirmation of the ratings of any rated securities
evidencing an interest in, or secured by, any Beverly Center Companion Loan or
any successor Beverly Center REO Loan with respect thereto (whether pursuant to
the prior sentence or otherwise pursuant to this Agreement or a Beverly Center
Intercreditor Agreement) shall, to the extent not recoverable from the related
Borrower or other party seeking to take the action that requires such Rating
Confirmation or another source besides the Trust, shall be borne by the trust
that holds such Beverly Center Companion Loan or any successor Beverly Center
REO Loan with respect thereto, and if such trust is unwilling to cover the cost
of obtaining such confirmation of ratings, then no party hereto shall be
obligated to obtain such confirmation of ratings (notwithstanding anything
herein to the contrary).

            (l) The parties hereto acknowledge that upon the occurrence of a
Beverly Center Change of Servicing Control Event, the Beverly Center A/B/C Loan
may be serviced and administered by the General Master Servicer and the General
Special Servicer substantially in accordance with the CSFB 2004-C1 Pooling and
Servicing Agreement and the General Master Servicer and the General Special
Servicer shall be entitled, for performing their respective servicing and
administration duties with respect to the Beverly Center A/B/C Loan and any
related REO Property, including, without limitation, the creation of necessary
accounts and reports, to the same rights to indemnification and compensation
from the Trust as would the CSFB 2004-C1 Master Servicer and the CSFB 2004-C1
Special Servicer pursuant to Section 3.11 of the CSFB 2004-C1 Pooling and
Servicing Agreement.

            (m) If there are any conflicts between this Section 8.30 and any of
the Mortgage Loan documents relating to the Beverly Center A/B/C Loan or between
this Section 8.30 and either Beverly Center Intercreditor Agreement, then such
Mortgage Loan documents or such Beverly Center Intercreditor Agreement shall
control. The parties hereto recognize and acknowledge the respective rights of
the Beverly Center Subordinate Note Holders and the Beverly Center Companion
Loan Holders under the Beverly Center Intercreditor Agreements.

            Section 8.31 Certain Matters Regarding the 111 Eighth Avenue Pari
Passu Loan

            Pursuant to the 111 Eighth Avenue Intercreditor Agreement, the
2004-GG1 Special Servicer is required to consult, on a non-binding basis, with
the Trust (as holder of the 111 Eighth Avenue Pari Passu Loan) in respect of any
matters for which "Directing Holder" consent is required under the 111 Eighth
Avenue Intercreditor Agreement or, to the extent the holder of the 111 Eighth
Avenue Pari Passu Loan may be affected by such items, any items as to which the
2004-GG1 Master Servicer or the 2004-GG1 Special Servicer is required to consult
with the "Directing Holder" pursuant to the 2004-GG1 Pooling and Servicing
Agreement. Upon receipt of a notice or report from the 2004-GG1 Special Servicer
with respect to any such matter, the Trustee, on behalf of the Trust (as holder
of the 111 Eighth Avenue Pari Passu Loan) shall provide such notice to the
Operating Adviser and the Operating Adviser shall have 10 Business Days to
consult with the 2004-GG1 Special Servicer with respect to such matter.
Notwithstanding the foregoing, if the 2004-GG1 Special Servicer determines that
immediate action is necessary to protect the interests of the holders of the 111
Eighth Avenue Pari Passu Loan, the 111 Eighth Avenue Companion Loans and the 111
Eighth Avenue B Notes (as a collective whole), the 2004-GG1 Special Servicer may
take any action without waiting for the Operating Adviser's response.

                                   ARTICLE IX

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

            Section 9.1 Duties of the Special Servicers

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Certificateholders, the Trustee and, solely as it relates to any
Serviced Loan Group, on behalf of the holder of the related Serviced Companion
Loan, the applicable Special Servicer shall service the Specially Serviced
Mortgage Loans and manage the related REO Properties in accordance with the
provisions of this Agreement and the Servicing Standard (subject to the
servicing of each Non-Trust-Serviced Pari Passu Loan by the applicable Other
Master Servicer and the applicable Other Special Servicer in accordance with the
applicable Other Pooling and Servicing Agreement). Certain of the provisions of
this Article IX make explicit reference to their applicability to Mortgage Loans
and Serviced Companion Loans; notwithstanding such explicit references,
references in this Article IX to "Mortgage Loans" shall be construed, unless
otherwise specified, to refer also to such Serviced Companion Loan (but any
other terms that are defined in Article I and used in this Article IX shall be
construed according to such definitions without regard to this sentence). In
addition, certain of the provisions of this Article IX make explicit reference
to their non-applicability to Non-Trust-Serviced Pari Passu Loans;
notwithstanding such explicit references, references to "Mortgage Loans,"
"Specially Serviced Mortgage Loans," "REO Mortgage Loan," "REO Property,"
"Rehabilitated Mortgage Loan" and "Mortgaged Property" contained in this Article
IX, unless otherwise specified, shall be construed to exclude the
Non-Trust-Serviced Pari Passu Loans and any related real property (but any other
terms that are defined in Article I and used in this Article IX shall be
construed according to such definitions without regard to this sentence).

            The General Special Servicer shall be the Special Servicer with
respect to all the Mortgage Loans and other assets of the Trust other than the
Co-op Trust Assets and each Non-Trust-Serviced Loan Group and, as such, shall
service and administer such of the assets of the Trust (other than the Co-op
Trust Assets and each Non-Trust-Serviced Loan Group) as constitute Specially
Serviced Mortgage Loans and REO Properties and shall render such incidental
services as are required of such Special Servicer with respect to such of the
assets of the Trust (other than the Co-op Trust Assets and each
Non-Trust-Serviced Loan Group) as constitute assets that are not Specially
Serviced Mortgage Loans or REO Properties. The Co-op Special Servicer shall be
the Special Servicer with respect to the Co-op Trust Assets and, as such, shall
service and administer such of the Co-op Trust Assets as constitute Specially
Serviced Mortgage Loans or REO Properties and shall render such incidental
services as are required of such Special Servicer with respect to such of the
Co-op Trust Assets as are not Specially Serviced Mortgage Loans or REO
Properties.

            (b) Each Special Servicer shall cooperate with the applicable Master
Servicer and provide the applicable Master Servicer with the information
reasonably requested by such Master Servicer, in writing, to the extent required
to allow such Master Servicer to perform its servicing obligations with respect
to the Specially Serviced Mortgage Loans hereunder; provided, however, that (i)
a Special Servicer shall not be required to produce any ad hoc reports or incur
any unusual expense or effort in connection therewith and (ii) if a Special
Servicer elects to provide such ad hoc reports requested by the applicable
Master Servicer, such Special Servicer may require the applicable Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
A Special Servicer's obligations with respect to the servicing of any Specially
Serviced Mortgage Loan and any related REO Properties shall terminate when such
Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage Loan,
unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

            (c) The applicable Special Servicer shall send a written notice to
the applicable Master Servicer and the Paying Agent within two Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the applicable Master Servicer and the Paying Agent, such
Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the applicable Master Servicer.

            (d) Upon the occurrence of a Servicing Transfer Event with respect
to a Mortgage Loan and upon the reasonable request of the applicable Special
Servicer, the applicable Master Servicer shall mark its records for such
Mortgage Loan to cause any monthly statements for amounts due on such Mortgage
Loan to be sent thereafter to the applicable Special Servicer rather than the
related Mortgagor. Upon receipt of any such monthly statement, the applicable
Special Servicer shall, within two Business Days, advise the applicable Master
Servicer of any changes to be made, and return the monthly statement to the
applicable Master Servicer. The applicable Master Servicer shall thereafter
promptly send the corrected monthly statement to the Mortgagor. If a Mortgage
Loan becomes a Rehabilitated Mortgage Loan, the applicable Master Servicer shall
send the monthly statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

            (e) All amounts collected by the applicable Master Servicer with
respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that
has become an REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a
Serviced Companion Loan) shall be deposited in the applicable Certificate
Account and all amounts collected by the General Master Servicer with respect to
any Serviced Companion Loan, if it becomes a Specially Serviced Mortgage Loan,
shall be deposited in the related Serviced Companion Loan Custodial Account. The
applicable Master Servicer shall within two Business Days after receipt of any
such payment, notify the applicable Special Servicer of the receipt of such
payment and the amount thereof. The applicable Special Servicer shall, within
two Business Days thereafter, instruct the applicable Master Servicer in writing
how to apply such payment (with the application of such payments to be made in
accordance with the related Mortgage Loan documents (including any related
Intercreditor Agreement) or in accordance with this Agreement, as applicable).

            (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the applicable Special Servicer shall
monitor the dates by which any claim must be made or action must be taken under
such Environmental Insurance Policy to achieve the payment of all amounts
thereunder to which the Trust is entitled in the event the applicable Special
Servicer has actual knowledge of any event giving rise to a claim under such
Environmental Insurance Policy (an "Insured Environmental Event") and (ii) if
the applicable Special Servicer has actual knowledge of an Insured Environmental
Event with respect to such Mortgage Loan, such Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of the related Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated
expenses) incurred by the applicable Special Servicer in fulfilling its
obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2 Fidelity Bond and Errors and Omissions Insurance Policy
of the Special Servicers

            Each Special Servicer, at its expense, shall maintain in effect a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The
Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall
be issued by a Qualified Insurer (unless a Special Servicer self insures as
provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the applicable Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of a Special Servicer (or its
corporate parent) is not less than two rating categories (ignoring pluses or
minuses) lower than the highest rating of the Certificates, but in any event not
less than "A" as rated by S&P and Fitch, such Special Servicer may self-insure
for the Servicer Fidelity Bond and the Servicer Error and Omissions Insurance
Policy.

            Section 9.3 Sub-Servicers

            Each Special Servicer shall have the right to use a Sub-Servicer on
the same terms and conditions as those set forth in Section 8.4 for a
Sub-Servicer of the applicable Master Servicer. The applicable Special Servicer
shall notify the applicable Master Servicer, the Trustee, the Operating Adviser
and solely as it relates to an A/B Mortgage Loan, the holder of the related B
Note, of the appointment of any Sub-Servicer of such Special Servicer.

            Section 9.4 Special Servicers' General Powers and Duties

            (a) Subject to the other terms and provisions of this Agreement
(including, but not limited to, Sections 9.39), the Special Servicer is hereby
authorized and empowered when such Special Servicer believes it appropriate in
accordance with the Servicing Standard, to take any and all the actions with
respect to Specially Serviced Mortgage Loans which the applicable Master
Servicer may perform as set forth in Section 8.3(a), including (i) to execute
and deliver, on behalf of itself or the Trust (or the holder of a Serviced
Companion Loan, if applicable), any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Specially Serviced Mortgage Loans
and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date the Powers of
Attorney in the form of Exhibit S-2A and Exhibit S-2B hereto and shall furnish
the applicable Special Servicer from time to time, upon request, with any
additional powers of attorney of the Trust, empowering such Special Servicer to
take such actions as it determines to be reasonably necessary to comply with its
servicing, administrative and management duties hereunder, and the Trustee shall
execute and deliver or cause to be executed and delivered such other documents
as a Special Servicing Officer may request, that are necessary or appropriate to
enable such Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as such
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, such Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless such Special Servicer reasonably believes that such
action should be taken in less than five Business Days to preserve the property
of the Trust for the benefit of Certificateholders and, in the case of any
Serviced Loan Group, the holders of the related Serviced Companion Loans, and
the Trustee may within five Business Days of its receipt of such notice advise
such Special Servicer that it has received an Opinion of Counsel (the cost of
which shall be an expense of the Trust) from an attorney duly licensed to
practice law in the state where the related Mortgaged Property or REO Property
is located, that it is likely that the laws of the state in which said action is
to be taken either prohibit such action if taken in the name of the Trust or
that the Trust would be adversely affected under the "doing business" or tax
laws of such state if such action is taken in its name; provided, further, that
such Special Servicer shall not be liable to the extent that it relies on the
advice provided in such Opinion of Counsel. Upon receipt of any such advice from
the Trustee, the applicable Special Servicer shall take such action in the name
of such Person or Persons, in trust for the Trust (or the holder of the related
Serviced Companion Loan), as shall be consistent with the Opinion of Counsel
obtained by the Trustee. Such Person or Persons shall acknowledge in writing
that such action is being taken by the Special Servicer in the name of the Trust
(or the holder of the Serviced Companion Loan). In the performance of its duties
hereunder, the applicable Special Servicer shall be an independent contractor
and shall not, except in those instances where it is, after notice to the
Trustee as provided above, taking action in the name of the Trust (or the holder
of the Serviced Companion Loan), be deemed to be the agent of the Trust (or the
holder of the Serviced Companion Loan). The applicable Special Servicer shall
indemnify the Trustee for any loss, liability or reasonable expense (including
attorneys' fees) incurred by the Trustee or any partner, representative,
Affiliate, member, manager, director, officer, employee, agent or Controlling
Person of it or its Affiliates in connection with any negligent or intentional
misuse of the foregoing powers of attorney furnished to such Special Servicer by
the Trustee. Such indemnification shall survive the resignation or termination
of a Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The applicable Special Servicer shall not
have any responsibility or liability for any act or omission of the Trustee, the
applicable Master Servicer or the Depositor that is not attributable to the
failure of such Special Servicer to perform its obligations hereunder. The
applicable Special Servicer may conclusively rely on any advice of counsel
rendered in a Nondisqualification Opinion.

            (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the applicable Special Servicer
shall employ procedures consistent with the Servicing Standard. The applicable
Special Servicer shall conduct, or cause to be conducted, inspections of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided
that such Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2005); provided,
further, that such Special Servicer shall, at the expense of the Trust, inspect
or cause to be inspected each Mortgaged Property related to a Mortgage Loan that
is delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The applicable Special Servicer shall provide to the applicable
Master Servicer, the Operating Adviser and solely as they relate to a Serviced
Loan Group, the holder of the related Serviced Companion Loan copies of the
Inspection Reports relating to such inspections as soon as practicable after the
completion of any inspection. The duties of the Special Servicers set forth in
this Section 9.4(b) with respect to the Specially Serviced Mortgage Loans shall
not include the Non-Trust-Serviced Pari Passu Loans.

            (c) Except as set forth in Section 9.4(d) below, pursuant to the
related Intercreditor Agreement, each owner of a Serviced Companion Loan has
agreed that the applicable Master Servicer and the applicable Special Servicer
are authorized and obligated to service and administer the Serviced Companion
Loan pursuant to this Agreement.

            (d) Pursuant to the related Intercreditor Agreement, the holder of
the Rockvale Square B Note and the holder of the Coligny Plaza B Note have
retained the right to appoint the special servicer of the Rockvale Square
Mortgage Loan and the Coligny Plaza Mortgage Loan, respectively, and any related
REO Property. Such special servicer shall meet the requirements applicable to a
successor Special Servicer contained in Section 9.21(b). Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that
the Special Servicer's obligations and responsibilities hereunder and the
Special Servicer's authority with respect to the Rockvale Square Mortgage Loan
and the Coligny Plaza Mortgage Loan are limited by and subject to the terms of
the related Intercreditor Agreement (upon being appointed special servicer of
the Rockvale Square Mortgage Loan or the Coligny Plaza Mortgage Loan, as
applicable).

            (e) Pursuant to the Intercreditor Agreement with respect to each
Non-Trust-Serviced Pari Passu Loan, the owner of the related Non-Trust-Serviced
Pari Passu Loan has agreed that such owner's rights in, to and under the related
Non-Trust-Serviced Pari Passu Loan are subject to the servicing and all other
rights of the applicable Other Master Servicer and the applicable Other Special
Servicer and the applicable Other Master Servicer and the applicable Other
Special Servicer are authorized and obligated to service and administer the
related Non-Trust-Serviced Pari Passu Loan pursuant to the applicable Other
Pooling and Servicing Agreement. Notwithstanding anything herein to the
contrary, the parties hereto acknowledge and agree that the General Special
Servicer's obligations and responsibilities hereunder and the General Special
Servicer's authority with respect to each Non-Trust-Serviced Pari Passu Loan are
limited by and subject to the terms of the related Intercreditor Agreement and
the rights of the applicable Other Master Servicer and the applicable Other
Special Servicer with respect thereto under the applicable Other Pooling and
Servicing Agreement. The General Special Servicer shall take such actions as it
shall deem reasonably necessary to facilitate the servicing of the
Non-Trust-Serviced Pari Passu Loan by the applicable Other Master Servicer and
the applicable Other Special Servicer including, but not limited to, delivering
appropriate Requests for Release to the Trustee and Custodian (if any) in order
to deliver any portion of the related Mortgage File to the applicable Other
Master Servicer or applicable Other Special Servicer under the applicable Other
Pooling and Servicing Agreement.

            Section 9.5 "Due-On-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;
Due-On-Encumbrance Clauses

            Subject to the limitations of Sections 9.39 and 12.3 and, with
respect to each Serviced Loan Group, the terms of the related Intercreditor
Agreement, each Special Servicer shall have the following duties and rights:

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

            (i) provides that such Specially Serviced Mortgage Loan shall (or
      may at the Mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property, or

            (ii) provides that such Specially Serviced Mortgage Loan may not be
      assumed without the consent of the related mortgagee in connection with
      any such sale or other transfer,

then, each Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, a Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, such Special Servicer shall prepare and deliver to S&P and Fitch a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. Such
Special Servicer shall also prepare and provide S&P and Fitch with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Specially Serviced Mortgage Loans below the threshold set
forth above, but for which such Special Servicer's decision will be sufficient
and a Rating Agency Confirmation is not required. As to any Mortgage Loan that
is not a Specially Serviced Mortgage Loan and contains a provision in the nature
of a "due-on-sale" clause, such Special Servicer shall have the rights and
duties set forth in Section 8.7(d). The applicable Special Servicer shall be
entitled to 100% of all assumption fees in connection with Specially Serviced
Mortgage Loans.

            After notice to the Operating Adviser, the applicable Special
Servicer is also authorized to take or enter into an assignment and assumption
agreement from or with the Person to whom such property has been or is about to
be conveyed, and/or to release the original Mortgagor from liability upon the
Specially Serviced Mortgage Loan and substitute the new Mortgagor as obligor
thereon; provided that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
applicable Special Servicer shall enter into an assumption or substitution
agreement that is required under the related Mortgage Loan documents (either as
a matter of right or upon satisfaction of specified conditions) and shall
otherwise enter into any assumption or substitution agreement only if entering
into such assumption or substitution agreement is consistent with the Servicing
Standard. The applicable Special Servicer shall not condition approval of any
request for assumption of a Specially Serviced Mortgage Loan on an increase in
the interest rate of such Specially Serviced Mortgage Loan. The applicable
Special Servicer shall notify the applicable Master Servicer of any such
assignment and assumption or substitution agreement and such Special Servicer
shall forward to the Trustee the original of such agreement, which original
shall be added by the Trustee to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof.

            (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the applicable Special Servicer
consent to the creation of any lien on a Mortgaged Property that is senior to,
or on a parity with, the lien of the related Mortgage. Nothing in this Section
9.5 shall constitute a waiver of the Trustee's right, as the mortgagee of
record, to receive notice of any assignment and assumption of a Specially
Serviced Mortgage Loan, any sale or other transfer of the related Mortgaged
Property or the creation of any lien or other encumbrance with respect to such
Mortgaged Property.

            (c) Subject to the Servicing Standard and Sections 9.37 and 9.39
and, in the case of any Serviced Loan Group, the related Intercreditor
Agreement, and the rights and duties of the applicable Master Servicer under
Section 8.18, the applicable Special Servicer may enter into any modification,
waiver or amendment (including, without limitation, the substitution or release
of collateral or the pledge of additional collateral) of the terms of any
Specially Serviced Mortgage Loan, including any modification, waiver or
amendment to (i) reduce the amounts owing under any Specially Serviced Mortgage
Loan by forgiving principal, accrued interest and/or any Prepayment Premium
and/or any other amounts due and payable with respect to such Specially Serviced
Mortgage Loan (including, but not limited to, any Late Fees or default
interest), (ii) reduce the amount of the Scheduled Payment on any Specially
Serviced Mortgage Loan, including by way of a reduction in the related Mortgage
Rate, (iii) forbear in the enforcement of any right granted under any Mortgage
Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the
Maturity Date of any Specially Serviced Mortgage Loan and/or (v) accept a
principal prepayment on any Specially Serviced Mortgage Loan during any period
during which voluntary Principal Prepayments are prohibited, provided, in the
case of any such modification, waiver or amendment, that (A) the related
Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or,
in the reasonable judgment of the applicable Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable judgment of the applicable Special
Servicer, such modification, waiver or amendment would increase the recovery on
the Specially Serviced Mortgage Loan to Certificateholders and the holders of
any related Serviced Companion Loan (as a collective whole) on a net present
value basis (the relevant discounting of amounts that will be distributable to
Certificateholders and the holders of any related Serviced Companion Loan (as a
collective whole) to be performed at the related Mortgage Rate or, in the case
of any Whole Loan, such discounting to be performed at the weighted average of
the Mortgage Rate and the stated mortgage rate on any related Subordinate Note)
(as demonstrated in writing by the applicable Special Servicer to the Trustee
and the Paying Agent), (C) such modification, waiver or amendment would not
cause an Adverse REMIC Event to occur, and (D) if notice to the Operating
Adviser of such modification, waiver or amendment is required pursuant to
Section 9.39, the applicable Special Servicer has made such notice. The Special
Servicer with respect to any Serviced Loan Group shall notify the holder of
related Serviced Companion Loan of any modification of the monthly payments of
any Serviced Companion Loan and such modifications shall be made and such
monthly payments shall be allocated in accordance with the related Intercreditor
Agreement.

            In no event, however, shall the applicable Special Servicer (i)
extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date
that is two years prior to the Final Rated Distribution Date or (ii) if the
Specially Serviced Mortgage Loan is secured by a ground lease, extend the
Maturity Date of such Specially Serviced Mortgage Loan unless such Special
Servicer gives due consideration to the remaining term of such ground lease. The
applicable Special Servicer shall not extend the Maturity Date of any Specially
Serviced Mortgage Loan secured by a Mortgaged Property covered by a group
secured creditor impaired property environmental insurance policy for more than
five years beyond such Specially Serviced Mortgage Loan's Maturity Date unless a
new Phase I Environmental Report indicates that there is no environmental
condition or the Mortgagor obtains, at its expense, an extension of such policy
on the same terms and conditions to cover the period through five years past the
extended Maturity Date, provided that, (i) if such Specially Serviced Mortgage
Loan is secured by a ground lease, the applicable Special Servicer shall give
due consideration to the remaining term of the ground lease and (ii) in no case
shall the Maturity Date of any such Specially Serviced Mortgage Loan be extended
past a date that is two years prior to the Final Rated Distribution Date. The
determination of the applicable Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 9.5(c) shall be evidenced by
an Officer's Certificate certifying the information in the proviso to the first
paragraph under this subsection (c).

            (d) In the event the applicable Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged
Property pursuant to Section 9.5(c) or pledge additional collateral for the
Specially Serviced Mortgage Loan pursuant to Section 9.5(c), if the security
interest of the Trust, the holder of any Serviced Companion Loan in such
collateral can only be perfected by possession, or if such collateral requires
special care or protection, then prior to agreeing to such substitution or
addition of collateral, such Special Servicer shall make arrangements for such
possession, care or protection, and prior to agreeing to such substitution or
addition of collateral (or such arrangement for possession, care or protection)
shall obtain the prior written consent of the Trustee with respect thereto
(which consent shall not be unreasonably withheld, delayed or conditioned);
provided, however, that the Trustee shall not be required (but has the option)
to consent to any substitution or addition of collateral or to hold any such
collateral which will require the Trustee to undertake any additional duties or
obligations or incur any additional expense. Notwithstanding the foregoing, to
the extent not inconsistent with the related Mortgage Loan documents, the
applicable Special Servicer will not permit a Mortgagor to substitute collateral
for any portion of the Mortgaged Property unless it shall have received a Rating
Agency Confirmation in connection therewith, the costs of which to be payable by
the related Mortgagor to the extent provided for in the Mortgage Loan documents.
If the Mortgagor is not required to pay for the Rating Agency Confirmation, then
such expense will be paid by the Trust. Promptly upon receipt of notice of such
unpaid expense, regarding a Specially Serviced Mortgage Loan, the applicable
Special Servicer shall request the related Seller as and to the extent required
pursuant to the terms of the related Mortgage Loan Purchase Agreement to make
such payment by deposit to the applicable Certificate Account. The parties
hereto acknowledge that if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then the sole obligation of the related Seller
shall be to pay an amount equal to such expense to the extent the related
Mortgagor is not required to pay them.

            (e) The applicable Special Servicer will promptly deliver to the
applicable Master Servicer, the Operating Adviser, the Trustee, the Paying
Agent, the Rating Agencies and, with respect to a Serviced Loan Group, the
holders of the related Serviced Companion Loans, a notice, specifying any such
assignments and assumptions, modifications, material waivers (except any waivers
with respect to Late Fees or default interest (unless such waiver relates to a
Serviced Companion Loan)) or amendments, such notice identifying the affected
Specially Serviced Mortgage Loan. Such notice shall set forth the reasons for
such waiver, modification, or amendment (including, but not limited to,
information such as related income and expense statements, rent rolls, in the
case of Mortgage Loans other than Co-op Mortgage Loans, occupancy status,
property inspections, and an internal or external appraisal performed in
accordance with MAI standards and methodologies (and, if done externally, the
cost of such appraisal shall be recoverable as a Servicing Advance subject to
the provisions of Section 4.4 hereof)). The applicable Special Servicer shall
also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment promptly following the execution thereof.

            (f) No fee described in this Section shall be collected by the
applicable Special Servicer from the Mortgagor (or on behalf of the Mortgagor)
in conjunction with any consent or any modification, waiver or amendment of the
Specially Serviced Mortgage Loan if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b). Subject to the foregoing, the applicable Special Servicer shall use
its reasonable efforts, in accordance with the Servicing Standard, to collect
any modification fees and other expenses connected with a permitted modification
of a Specially Serviced Mortgage Loan from the Mortgagor. The applicable Special
Servicer shall be entitled to 100% of any modification fees received in
connection with a Specially Serviced Mortgage Loan. The inability of the
Mortgagor to pay any costs and expenses of a proposed modification shall not
impair the right of the applicable Special Servicer, the applicable Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

            (g) The applicable Special Servicer shall cooperate with the
applicable Master Servicer (as provided in Section 8.7) in connection with
assignments and assumptions of Mortgage Loans that are not Specially Serviced
Mortgage Loans (except with respect to the Nationwide Loans with respect to
which such Special Servicer is not entitled to receive a percentage of the
assumption fee, as set forth below), and shall be entitled to receive 50% of any
assumption fee paid by the related Mortgagor in connection with an assignment
and assumption executed pursuant to Section 8.7(a) and 50% of any assumption fee
paid by the related Mortgagor in connection with an assignment and assumption
executed pursuant to Section 8.7(d). Notwithstanding the foregoing, with respect
to non-Specially Serviced Mortgage Loans that are Nationwide Loans, the Special
Servicer shall only be entitled to 50% of any assumption fee if such Special
Servicer's consent was required with respect to such assumption. The applicable
Special Servicer shall be entitled to 100% of any assumption fee received in
connection with a Specially Serviced Mortgage Loan.

            (h) Notwithstanding anything herein to the contrary, (i) the
applicable Special Servicer shall not have any right or obligation to consult
with or to seek and/or obtain consent or approval from the Operating Adviser
prior to acting, and provisions of this Agreement requiring such shall be of no
effect, if the Operating Adviser resigns or is removed, during the period
following such resignation or removal until a replacement is elected and (ii) no
advice, direction or objection from or by the Operating Adviser, as contemplated
by this Agreement, may (and such Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the applicable Special
Servicer has determined, in its reasonable good faith judgment would) (A)
require or cause such Special Servicer to violate applicable law, the terms of
any Mortgage Loan, any provision of this Agreement or the REMIC Provisions,
including such Special Servicer's obligation to act in accordance with the
Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool or the Class EI Grantor Trust not being treated as a grantor trust,
(C) expose the Trust, the Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Fiscal Agent, the Paying Agent or the Trustee,
or any of their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees or agents, to any material claim, suit
or liability, or (D) materially expand the scope of the applicable Special
Servicer's responsibilities under this Agreement. Notwithstanding anything to
the contrary contained herein, in no event shall the Special Servicer with
respect to any A/B Mortgage Loan be required to take direction, or obtain
consent, from the Operating Adviser with respect to the related A Notes so long
as the holder of the related B Note is the "Controlling Holder" (as defined in
the related Intercreditor Agreement) pursuant to the related Intercreditor
Agreement or a "Threshold Event" (as defined in the related Intercreditor
Agreement) has not occurred.

            (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause (other than with
respect to a Specially Serviced Mortgage Loan that is a Co-op Mortgage Loan as
to which the NCB, FSB Subordinate Debt Conditions have been satisfied), which by
its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property; or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, for so long as such Mortgage Loan is included in the Trust, the applicable
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 9.5, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard.
Prior to waiving the effect of such provision with respect to a Mortgage Loan,
the applicable Special Servicer shall obtain Rating Agency Confirmation
regarding such waiver; provided, however, that such Rating Agency Confirmation
shall only be required if the applicable Mortgage Loan (x) represents 2% or more
of the Principal Balance of all of the Mortgage Loans held by the Trust or is
one of the 10 largest Mortgage Loans based on Principal Balance or (y) such
Mortgage Loan or, if it is part of a Serviced Loan Group, the Serviced Loan
Group, has a Loan-to-Value Ratio (which also includes Junior Indebtedness, if
any) that is greater than or equal to 85% and a Debt Service Coverage Ratio
(which also includes debt service on any Subordinate Note and Junior
Indebtedness, if any) that is less than 1.2x.

            Section 9.6 Release of Mortgage Files

            (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by a Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Mortgage Loan, such Special Servicer will within
2 Business Days notify the applicable Master Servicer. The applicable Special
Servicer shall determine, in accordance with the Servicing Standard, whether an
instrument of satisfaction shall be delivered and, if such Special Servicer
determines that such instrument should be delivered, such Special Servicer shall
deliver written approval of such delivery to the applicable Master Servicer.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the applicable Special Servicer and delivery
to the Trustee or Custodian of a request for release signed by a Special
Servicing Officer substantially in the form of Exhibit C, release the related
Mortgage File to such Special Servicer. After the transfer of servicing with
respect to any Specially Serviced Mortgage Loan to the applicable Special
Servicer, in accordance with the Servicing Standard, the applicable Master
Servicer shall notify, in writing, the Mortgagor under each Specially Serviced
Mortgage Loan transferred to the applicable Special Servicer, of such transfer.

            (c) Reserved.

            (d) The applicable Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the applicable Master Servicer all
documents and instruments in the possession of such Special Servicer related to
such Rehabilitated Mortgage Loan. Prior to the transfer of servicing with
respect to any Rehabilitated Mortgage Loan to the applicable Master Servicer in
accordance with the Servicing Standard, the applicable Special Servicer shall
notify, in writing, each Mortgagor under each Rehabilitated Mortgage Loan of
such transfer.

            Section 9.7 Documents, Records and Funds in Possession of the
Special Servicers to Be Held for the Trustee

            (a) Each Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of such Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the applicable Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the applicable Special Servicer as Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds in respect of any Specially Serviced
Mortgage Loan or any REO Property shall be remitted to the applicable Master
Servicer within two Business Days of receipt for deposit into the applicable
Certificate Account, except that if such amounts relate to REO Income, they
shall be deposited in the applicable REO Account. The applicable Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the applicable Master
Servicer, the Fiscal Agent, the Paying Agent, the Operating Adviser and their
respective agents and accountants at any time upon reasonable written request
and during normal business hours, provided that such Special Servicer shall not
be required to take any action or provide any information that such Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder; provided, further, that the Trustee
and the Paying Agent shall be entitled to receive from the applicable Special
Servicer all such information as the Trustee and the Paying Agent shall
reasonably require to perform their respective duties hereunder. In fulfilling
such a request, the applicable Special Servicer shall not be responsible for
determining whether such information is sufficient for the Trustee's, the
applicable Master Servicer's, the Fiscal Agent's, the Paying Agent's or the
Operating Adviser's purposes.

            (b) Each Special Servicer hereby acknowledges that the Trust (and/or
the holder of the related Serviced Companion Loan with respect to a Serviced
Loan Group) owns the Specially Serviced Mortgage Loans and all Mortgage Files
representing such Specially Serviced Mortgage Loans and all funds now or
hereafter held by, or under the control of, such Special Servicer that are
collected by such Special Servicer in connection with the Specially Serviced
Mortgage Loans (but excluding any Special Servicer Compensation and all other
amounts to which such Special Servicer is entitled hereunder); and such Special
Servicer agrees that all documents or instruments constituting part of the
Mortgage Files, and such funds relating to the Specially Serviced Mortgage Loans
which come into the possession or custody of, or which are subject to the
control of, such Special Servicer, shall be held by such Special Servicer for
and on behalf of the Trust (and/or the holder of the related Serviced Companion
Loan with respect to a Serviced Loan Group).

            (c) Each Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are
required to be deposited in any REO Account to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against any Specially
Serviced Mortgage Loan or any funds, collected on, or in connection with, a
Specially Serviced Mortgage Loan.

            Section 9.8 Representations, Warranties and Covenants of the Special
Servicers

            (a) Midland Loan Services, Inc., in its capacity as the General
Special Servicer, hereby represents and warrants to and covenants with the
Trustee and the holder of any Serviced Companion Loan, as of the Closing Date:

            (i) the General Special Servicer is a corporation, duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware, and the General Special Servicer is in compliance with the laws
      of each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement;

            (ii) the execution and delivery of this Agreement by the General
      Special Servicer, and the performance and compliance with the terms of
      this Agreement by the General Special Servicer, will not violate the
      General Special Servicer's organizational documents or constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets which default or breach in the
      reasonable judgment of the General Special Servicer, is likely to affect
      materially and adversely either the ability of the General Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of the General Special Servicer;

            (iii) the General Special Servicer has the full corporate power and
      authority to enter into and consummate all transactions contemplated by
      this Agreement, has duly authorized the execution, delivery and
      performance of this Agreement, and has duly executed and delivered this
      Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the General Special Servicer, enforceable
      against the General Special Servicer in accordance with the terms hereof,
      subject to (A) applicable bankruptcy, insolvency, reorganization,
      receivership, moratorium and other laws affecting the enforcement of
      creditors' rights generally, and (B) general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in
      equity or at law;

            (v) the General Special Servicer is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the General Special Servicer's
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the General Special Servicer to perform its obligations
      under this Agreement or the financial condition of the General Special
      Servicer;

            (vi) no litigation is pending or, to the best of the General Special
      Servicer's knowledge, threatened against the General Special Servicer the
      outcome of which, in the General Special Servicer's reasonable judgment,
      could reasonably be expected to prohibit the General Special Servicer from
      entering into this Agreement or that, in the General Special Servicer's
      reasonable judgment, is likely to materially and adversely affect the
      ability of the General Special Servicer to perform its obligations under
      this Agreement;

            (vii) the General Special Servicer has errors and omissions
      insurance coverage which is in full force and effect and complies with the
      requirements of Section 9.2 hereof; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Special Servicer with this Agreement, or the
      consummation by the General Special Servicer of any transaction
      contemplated hereby, other than (1) such consents, approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been obtained or made and (2) where the lack of such consent, approval,
      authorization, qualification, registration, filing or notice would not
      have a material adverse effect on the performance by the General Special
      Servicer under this Agreement.

            (b) The Co-op Special Servicer, hereby represents and warrants to
and covenants with the Trustee as of the Closing Date:

            (i) The Co-op Special Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the United States,
      and the Co-op Special Servicer is in compliance with the laws of each
      State in which any related Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii) The Co-op Special Servicer's execution and delivery of,
      performance under and compliance with this Agreement will not violate the
      Co-op Special Servicer's organizational documents or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, which default, in the good faith
      and reasonable judgment of the Co-op Special Servicer, is likely to affect
      materially and adversely either the ability of the Co-op Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Co-op Special Servicer.

            (iii) The Co-op Special Servicer has the full power and authority to
      enter into and consummate all transactions involving the Co-op Special
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Co-op Special Servicer, enforceable against
      the Co-op Special Servicer in accordance with the terms hereof, subject to
      (A) applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

            (v) The Co-op Special Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with the terms
      of this Agreement will not constitute a violation of, any law, any order
      or decree of any court or arbiter, or any order, regulation or demand of
      any federal, state or local governmental or regulatory authority, which
      violation, in the Co-op Special Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Co-op Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Co-op Special Servicer.

            (vi) No consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the Co-op Special Servicer of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      or orders that previously have been obtained or where the lack of such
      consent, approval, authorization or order would not have a material
      adverse effect on the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (vii) No litigation is pending or, to the best of the Co-op Special
      Servicer's knowledge, threatened against the Co-op Special Servicer the
      outcome of which, in the Co-op Special Servicer's good faith and
      reasonable judgment, could reasonably be expected to prohibit the Co-op
      Special Servicer from entering into this Agreement or materially and
      adversely affect the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (viii) The Co-op Special Servicer has errors and omissions insurance
      as required by Section 9.2.

            (ix) As of the Closing Date, the Co-op Special Servicer is not a
      party to any sub-servicing agreement providing for the performance of
      duties of the Co-op Special Servicer by any Sub-Servicer with respect to
      any Co-op Mortgage Loans or related REO Properties.

            (c) It is understood that the representations and warranties set
forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

            (d) Any cause of action against the applicable Special Servicer
arising out of the breach of any representations and warranties made in this
Section shall accrue upon the giving of written notice to such Special Servicer
by any of the Trustee, the applicable Master Servicer, the Paying Agent or the
Fiscal Agent. A Special Servicer shall give prompt notice to the Trustee, the
Paying Agent, the Fiscal Agent, the Depositor, the Operating Adviser and the
applicable Master Servicer of the occurrence, or the failure to occur, of any
event that, with notice, or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

            Section 9.9 Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies

            (a) For all REO Property, the applicable Special Servicer shall use
reasonable efforts, consistent with the Servicing Standard, to maintain with a
Qualified Insurer a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount which is not less than the full
replacement cost of the improvements of such REO Property or in an amount not
less than the unpaid Principal Balance plus all unpaid interest and the
cumulative amount of Servicing Advances (plus Advance Interest) made with
respect to such Mortgage Loan and any related Serviced Companion Loan, whichever
is less, but, in any event, in an amount sufficient to avoid the application of
any co-insurance clause. If the improvements to the Mortgaged Property are in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available), the applicable Special Servicer shall maintain a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in an amount representing coverage equal to the lesser
of the then outstanding Principal Balance of the Specially Serviced Mortgage
Loan and unpaid Advances (plus Advance Interest) and the maximum insurance
coverage required under such current guidelines. It is understood and agreed
that the applicable Special Servicer has no obligation to obtain earthquake or
other additional insurance on REO Property, except as required by law and,
nevertheless, at its sole option and at the Trust's expense, it (if required at
origination and is available at commercially reasonable rates) may obtain such
earthquake insurance. The applicable Special Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to obtain a comprehensive
general liability insurance policy for all REO Properties. The applicable
Special Servicer shall, to the extent available at commercially reasonable rates
(as determined by such Special Servicer in accordance with the Servicing
Standard) and to the extent consistent with the Servicing Standard, use its
reasonable efforts to maintain a Rent Loss Policy covering revenues for a period
of at least twelve months and a comprehensive general liability policy with
coverage comparable to prudent lending requirements in an amount not less than
$1,000,000 per occurrence. All applicable policies required to be maintained by
the applicable Special Servicer pursuant to this Section 9.9(a) shall name the
Trustee as loss payee. The costs of such insurance shall be paid by the
applicable Master Servicer as a Servicing Advance pursuant to Section 4.2,
subject to the provisions of Section 4.4 hereof.

            (b) Any amounts collected by the applicable Special Servicer under
any insurance policies maintained pursuant to this Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the applicable Special Servicer shall
not be required in any event to maintain or obtain insurance coverage beyond
what is reasonably available at commercially reasonable rates consistent with
the Servicing Standard. The applicable Special Servicer shall notify the Trustee
of any such determination.

            The applicable Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
applicable Special Servicer shall have obtained and maintained a master force
placed or blanket insurance policy insuring against hazard losses on all of the
applicable REO Property serviced by it, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers consistent
with the Servicing Standard, and provided that such policy is issued by a
Qualified Insurer or (ii) if the applicable Special Servicer self-insures for
its obligations, provided that the rating of such Person's long-term debt is not
less than "A" by S&P and Fitch. In the event that the applicable Special
Servicer shall cause any REO Property to be covered by such a master force
placed or blanket insurance policy, the incremental cost of such insurance
allocable to such REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any REO Property is then covered
thereby), shall be paid by the applicable Special Servicer, at its option, or by
the applicable Master Servicer, as a Servicing Advance, subject to the
provisions of Section 4.4 hereof. If such policy contains a deductible clause,
the applicable Special Servicer shall, if there shall not have been maintained
on the related REO Property a policy complying with this Section 9.9 and there
shall have been a loss that would have been covered by such policy, deposit in
the applicable Certificate Account the amount not otherwise payable under such
master force placed or blanket insurance policy because of such deductible
clause to the extent that such deductible exceeds (i) the deductible under the
related Mortgage Loan or Serviced Companion Loan or (ii) if there is no
deductible limitation required under the Mortgage Loan or Serviced Companion
Loan, the deductible amount with respect to insurance policies generally
available on properties similar to the related REO Property which is consistent
with the Servicing Standard, and deliver to the Trustee an Officer's Certificate
describing the calculation of such amount. In connection with its activities as
administrator and servicer of the REO Properties, the applicable Special
Servicer agrees to present, on its behalf and on behalf of the Trustee, claims
under any such master force placed or blanket insurance policy.

            Section 9.10 Presentment of Claims and Collection of Proceeds

            The applicable Special Servicer will prepare and present or cause to
be prepared and presented on behalf of the Trustee all claims under the
Insurance Policies with respect to REO Property, and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to recover under such policies. Any
proceeds disbursed to the applicable Special Servicer in respect of such
policies shall be promptly remitted to the applicable Certificate Account, upon
receipt, except for any amounts realized that are to be applied to the repair or
restoration of the applicable REO Property in accordance with the Servicing
Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the applicable Special Servicer in fulfilling
its obligations under this Section 9.10 shall be paid by the Trust.

            Section 9.11 Compensation to the Special Servicer

            (a) As compensation for its activities hereunder, the Special
Servicers shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the applicable Special Servicer from the related Mortgagor shall be transferred
by the applicable Special Servicer to the applicable Master Servicer within one
Business Day of receipt thereof, and deposited by such Master Servicer in the
applicable Certificate Account. The applicable Special Servicer shall be
entitled to receive a Liquidation Fee from the proceeds received in connection
with a full or partial liquidation (net of related costs and expenses of such
liquidation) of a Specially Serviced Mortgage Loan or REO Property (whether
arising pursuant to a sale, condemnation, casualty or otherwise). With respect
to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two
or more Mortgaged Properties, the reference to "REO Property" in the preceding
sentence shall be construed on a property-by-property basis to refer separately
to the acquired real property that is a successor to each of such Mortgaged
Properties, thereby entitling the applicable Special Servicer to a Liquidation
Fee from the Liquidation Proceeds received in connection with a final
disposition of, and Condemnation Proceeds or Insurance Proceeds received in
connection with, each such acquired property as the Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds related to that property are
received.

            (b) The applicable Special Servicer shall be entitled to cause the
applicable Master Servicer to withdraw (i) from the applicable Certificate
Account, the Special Servicer Compensation in respect of each Mortgage Loan and
(ii) from any Serviced Companion Loan Custodial Account, the Special Servicer
Compensation to the extent related solely to the related Serviced Companion
Loan, in the time and manner set forth in Section 5.2 of this Agreement. The
applicable Special Servicer shall be required to pay all expenses incurred by it
in connection with its servicing activities hereunder and shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.

            (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the applicable
Special Servicer, to the extent not required to be deposited in the applicable
Certificate Account pursuant to the terms of this Agreement (other than any such
fees payable in connection with any Non-Trust-Serviced Pari Passu Loan). The
applicable Special Servicer shall also be permitted to receive 50% of any
assumption fees collected with respect to Mortgage Loans and Serviced Companion
Loans which are not Specially Serviced Mortgage Loans (except, with respect to
the Nationwide Loans, if such Special Servicer's consent was not required in
connection therewith) and 50% of any Modification Fees collected with respect to
Nationwide Loans, which are not Specially Serviced Mortgage Loans, if such
Special Servicer's consent was required in connection therewith, as provided in
Sections 8.7(a) and 8.7(d), and, to the extent deposited into a Certificate
Account, 100% of all assumption fees relating to Specially Serviced Mortgage
Loans and, to the extent provided in Section 9.5(a), Late Fees, Modification
Fees and other fees collected on Specially Serviced Mortgage Loans, in each case
to the extent provided for herein from funds paid by the applicable Mortgagor.
To the extent any component of applicable Special Servicer Compensation is in
respect of amounts usually and customarily paid by Mortgagors, such Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related Mortgagor, and to the extent so collected, in full or in part, such
Special Servicer shall not be entitled to compensation for the portion so
collected therefor hereunder out of the Trust.

            Section 9.12 Realization Upon Defaulted Mortgage Loans

            (a) The applicable Special Servicer, in accordance with the
Servicing Standard and subject to Sections 9.4(a), 9.36 and 9.39 and, with
respect to each Serviced Loan Group, the related Intercreditor Agreement, shall
use its reasonable efforts to foreclose upon, repossess or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Specially
Serviced Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments of
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this
Agreement or the modification of such Mortgage Loan in accordance with this
Agreement. In connection with such foreclosure or other conversion of ownership,
the applicable Special Servicer shall follow the Servicing Standard.

            (b) The applicable Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

            (i) such personal property is incidental to real property (within
      the meaning of Section 856(e)(1) of the Code) so acquired by the
      applicable Special Servicer; or

            (ii) the applicable Special Servicer shall have received a
      Nondisqualification Opinion (the cost of which shall be reimbursed by the
      Trust) to the effect that the holding of such personal property by any
      REMIC Pool will not cause the imposition of a tax on such REMIC Pool under
      the Code or cause such REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding anything to the contrary in this Agreement, the
applicable Special Servicer shall not, on behalf of the Trust, obtain title to a
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, and
shall not otherwise acquire possession of, or take any other action with respect
to, any Mortgaged Property, if, as a result of any such action the Trust or any
trust that holds a Serviced Companion Loan would be considered to hold title to,
to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA, or any applicable comparable
federal, state or local law, or a "discharger" or "responsible party"
thereunder, unless such Special Servicer has also previously determined in
accordance with the Servicing Standard, based on a Phase I Environmental Report
prepared by a Person (who may be an employee or Affiliate of the applicable
Master Servicer or such Special Servicer) who regularly conducts environmental
site assessments in accordance with the standards of FNMA in the case of
multi-family mortgage loans and customary servicing practices in the case of
commercial loans for environmental assessments, which report shall be delivered
to the Trustee, that:

            (i) such Mortgaged Property is in compliance with applicable
      Environmental Laws or, if not, after consultation with an environmental
      expert that taking such actions as are necessary to bring the Mortgaged
      Property in compliance therewith is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions;

            (ii) taking such actions as are necessary to bring the Mortgaged
      Property in compliance with applicable Environmental Laws is reasonably
      likely to produce a greater recovery on a net present value basis than
      pursuing a claim under the Environmental Insurance Policy; and

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged Property relating to the use, management, disposal or
      release of any hazardous substances, hazardous materials, hazardous
      wastes, or petroleum-based materials for which investigation, testing,
      monitoring, removal, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that, if any such materials
      are present for which such action could be required, after consultation
      with an environmental expert taking such actions with respect to the
      affected Mortgaged Property is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions (after
      taking into account the projected costs of such actions); provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the extent that the cost thereof is a Servicing Advance of the
      applicable Master Servicer pursuant to this Agreement, subject to the
      provisions of Section 4.4 hereof.

            (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the applicable Master Servicer shall treat such cost as a Servicing
Advance subject to the provisions of Section 4.4 hereof; provided that, in the
latter event, the applicable Special Servicer shall use its good faith
reasonable business efforts to recover such cost from the Mortgagor.

            (e) If the applicable Special Servicer determines, pursuant to
Section 9.12(c), that taking such actions as are necessary to bring any
Mortgaged Property into compliance with applicable Environmental Laws, or taking
such actions with respect to the containment, removal, clean-up or remediation
of hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials affecting any such Mortgaged Property, is not
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions) or than not pursuing a claim under the Environmental Insurance
Policy, then such Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust (and/or the holder of the related
Serviced Companion Loan with respect to any Serviced Loan Group), including,
without limitation, releasing the lien of the related Mortgage. If the
applicable Special Servicer determines that a material possibility exists that
Liquidation Expenses with respect to Mortgaged Property (taking into account the
cost of bringing it into compliance with applicable Environmental Laws) would
exceed the Principal Balance of the related Mortgage Loan, such Special Servicer
shall not attempt to bring such Mortgaged Property into compliance and shall not
acquire title to such Mortgaged Property unless it has received the written
consent of the Trustee to such action.

            Notwithstanding any provision of this Agreement to the contrary, the
applicable Special Servicer shall not foreclose on any Mortgaged Property in
anticipation of pursuing a claim under the related Environmental Insurance
Policy, unless the applicable Special Servicer shall have first reviewed such
Environmental Insurance Policy.

            (f) The applicable Special Servicer shall have the right to
determine, in accordance with the Servicing Standard, the advisability of
maintaining any action with respect to any Specially Serviced Mortgage Loan,
including, without limitation, any action to obtain a deficiency judgment with
respect to any Specially Serviced Mortgage Loan.

            Section 9.13 Foreclosure

            In the event that the Trust obtains, through foreclosure on a
Mortgage or otherwise, the right to receive title to a Mortgaged Property, the
applicable Special Servicer, as its agent, shall direct the appropriate party to
deliver title to the REO Property to the Trustee or its nominee.

            The applicable Special Servicer may consult with counsel to
determine when an Acquisition Date shall be deemed to occur under the REMIC
Provisions with respect to the Mortgaged Property, the expense of such
consultation being treated as a Servicing Advance related to the foreclosure,
subject to the provisions of Section 4.4 hereof. The applicable Special
Servicer, on behalf of the Trust (and/or the holder of the related Serviced
Companion Loan with respect to any Serviced Loan Group), shall sell the REO
Property expeditiously, but in any event within the time period, and subject to
the conditions, set forth in Section 9.15. Subject to Section 9.15, the
applicable Special Servicer shall manage, conserve, protect and operate the REO
Property for the holders of beneficial interests in the Trust (and/or the holder
of the related Serviced Companion Loan with respect to a Serviced Loan Group)
solely for the purpose of its prompt disposition and sale.

            Section 9.14 Operation of REO Property

            (a) Each Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders (and/or the holder of the related
Serviced Companion Loan with respect to a Serviced Loan Group)in the name of
"LaSalle Bank National Association, as Trustee for the Holders of Morgan Stanley
Capital I Inc. Commercial Mortgage Securities Inc. Commercial Mortgage
Pass-Through Certificates Series 2004-IQ7" and the holders of any Serviced
Companion Loans, as their interests may appear (each, an "REO Account"), which
shall be an Eligible Account. Amounts in any REO Account shall be invested in
Eligible Investments. The Special Servicers shall deposit all funds received
with respect to an REO Property in the applicable REO Accounts within two days
of receipt. The Special Servicers shall account separately for funds received or
expended with respect to each REO Property. All funds in each REO Account may be
invested only in Eligible Investments. The Special Servicers shall notify the
Trustee and the applicable Master Servicer in writing of the location and
account number of each REO Account and shall notify the Trustee prior to any
subsequent change thereof.

            (b) On or before 2:00 p.m. on each Special Servicer Remittance Date,
the applicable Special Servicer shall withdraw from the applicable REO Account
and remit to the Master Servicer for deposit in the applicable Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties; provided, however, that (i) the applicable
Special Servicer may retain in such REO Account such portion of such proceeds
and collections as may be necessary to maintain in such REO Account sufficient
funds for the proper operation, management and maintenance of the related REO
Property, including, without limitation, the creation of reasonable reserves for
repairs, replacements, and necessary capital improvements and other related
expenses. The applicable Special Servicer shall notify the applicable Master
Servicer of all such remittances (and the REO Properties to which the
remittances relate) made into the applicable Certificate Account and (ii) the
applicable Special Servicer shall be entitled to withdraw from the REO Account
and pay itself as additional special servicing compensation any interest or net
reinvestment income earned on funds deposited in the applicable REO Account. The
amount of any losses incurred in respect of any such investments shall be for
the account of the applicable Special Servicer which shall deposit the amount of
such loss (to the extent not offset by income from other investments) in the
applicable REO Account, out of its own funds immediately as realized. If the
applicable Special Servicer deposits in any REO Account any amount not required
to be deposited therein, it may at any time withdraw such amount from such REO
Account, any provision herein to the contrary notwithstanding.

            (c) If the Trust acquires the Mortgaged Property, the applicable
Special Servicer shall have full power and authority, in consultation with the
Operating Adviser, and subject to the specific requirements and prohibitions of
this Agreement and any applicable consultation or consent rights of the holder
of any Subordinate Note, if applicable, to do any and all things in connection
therewith as are consistent with the Servicing Standard, subject to the REMIC
Provisions, and in such manner as the applicable Special Servicer deems to be in
the best interest of the Trust (and/or the holder of the related Serviced
Companion Loan with respect to a Serviced Loan Group), and, consistent
therewith, may advance from its own funds to pay for the following items (which
amounts shall be reimbursed by the applicable Master Servicer or the Trust
subject to Sections 4.4 in accordance with Section 4.6(d)), to the extent such
amounts cannot be paid from REO Income:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that could result or have resulted in the imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain, operate, lease
      and sell such REO Property (other than capital expenditures).

            (d) The applicable Special Servicer may, and to the extent necessary
to (i) preserve the status of the REO Property as "foreclosure property" under
the REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith;

            (ii) the terms of such contract shall be consistent with the
      provisions of Section 856 of the Code and Treasury Regulations Section
      1.856-4(b)(5);

            (iii) only to the extent consistent with (ii) above, any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor (A) pay all costs and expenses incurred in
      connection with the operation and management of such Mortgaged Property
      underlying the REO Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the provisions of this Section 9.14 relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the applicable Special Servicer of any of its
      duties and obligations to the Trustee with respect to the operation and
      management of any such REO Property;

            (v) if the Independent Contractor is an Affiliate of the applicable
      Special Servicer, the consent of the Operating Adviser and a
      Nondisqualification Opinion must be obtained; and

            (vi) the applicable Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties and
      obligations in connection with the operation and management of such REO
      Property.

            (e) The applicable Special Servicer shall be entitled to enter into
any agreement with any Independent Contractor performing services for the Trust
(and/or the holder of the related Serviced Companion Loan with respect to any
Serviced Loan Group) pursuant to this subsection (d) for indemnification of such
Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification. All fees of the
Independent Contractor (other than fees paid for performing services within the
ordinary duties of a Special Servicer which shall be paid by such Special
Servicer) shall be paid from the income derived from the REO Property. To the
extent that the income from the REO Property is insufficient, such fees shall be
advanced by the applicable Master Servicer as a Servicing Advance, subject to
the provisions of Section 4.4 and Section 4.6(d) hereof.

            (f) Notwithstanding any other provision of this Agreement, the
Special Servicers shall not rent, lease, or otherwise earn income on behalf of
the Trust (and/or the holder of the related Serviced Companion Loan with respect
to a Serviced Loan Group) or the beneficial owners thereof with respect to REO
Property which might cause the REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (without giving
effect to the final sentence thereof) or result in the receipt by any REMIC of
any "income from nonpermitted assets" within the meaning of Section 860F(a)(2)
of the Code or any "net income from foreclosure property" which is subject to
tax under the REMIC Provisions unless (i) the Trustee and the applicable Special
Servicer have received an Opinion of Counsel (at the Trust's sole expense) to
the effect that, under the REMIC Provisions and any relevant proposed
legislation, any income generated for REMIC I by the REO Property would not
result in the imposition of a tax upon REMIC I or (ii) in accordance with the
Servicing Standard, the applicable Special Servicer determines the income or
earnings with respect to such REO Property will offset any tax under the REMIC
Provisions relating to such income or earnings and will maximize the net
recovery from the REO Property to the Certificateholders. The applicable Special
Servicer shall notify the Trustee, the Paying Agent and the applicable Master
Servicer of any election by it to incur such tax, and such Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,
pay from such account to the Paying Agent the amount of the applicable tax. The
Paying Agent shall file the applicable tax returns based on the information
supplied by the applicable Special Servicer and pay the applicable tax from the
amounts collected by such Special Servicer.

            Subject to, and without limiting the generality of the foregoing,
the applicable Special Servicer, on behalf of the Trust, shall not:

            (i) permit the Trust to enter into, renew or extend any New Lease
      with respect to the REO Property, if the New Lease by its terms will give
      rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on the REO Property,
      other than the completion of a building or other improvement thereon, and
      then only if more than ten percent of the construction of such building or
      other improvement was completed before default on the Mortgage Loan became
      imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other Person to Directly Operate, other than through an
      Independent Contractor, the REO Property on any date more than 90 days
      after the Acquisition Date; unless, in any such case, the applicable
      Special Servicer has requested and received an Opinion of Counsel at the
      Trust's sole expense to the effect that such action will not cause such
      REO Property to fail to qualify as "foreclosure property" within the
      meaning of Section 860G(a)(8) of the Code (without giving effect to the
      final sentence thereof) at any time that it is held by the applicable
      REMIC Pool, in which case the applicable Special Servicer may take such
      actions as are specified in such Opinion of Counsel.

            Section 9.15 Sale of REO Property

            (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The applicable Special Servicer, after notice to the Operating
Adviser, shall sell any REO Property as soon as practicable consistent with the
objective of maximizing proceeds for all Certificateholders (and with respect to
any Serviced Companion Loan, the holder thereof), but in no event later than the
end of the third calendar year following the end of the year of its acquisition,
and in any event prior to the Final Rated Distribution Date, unless (i) the
Trustee, on behalf of the applicable REMIC Pool, has been granted an extension
of time (an "Extension") (which extension shall be applied for at least 60 days
prior to the expiration of the period specified above) by the Internal Revenue
Service to sell such REO Property (a copy of which shall be delivered to the
Paying Agent upon request), in which case the applicable Special Servicer shall
continue to attempt to sell the REO Property for its fair market value for such
period longer than the period specified above as such Extension permits or (ii)
the applicable Special Servicer seeks and subsequently receives, at the expense
of the Trust, a Nondisqualification Opinion, addressed to the Trustee and such
Special Servicer, to the effect that the holding by the Trust of such REO
Property subsequent to the period specified above after its acquisition will not
result in the imposition of taxes on "prohibited transactions" of a REMIC, as
defined in Section 860F(a)(2) of the Code, or cause the related REMIC Pool to
fail to qualify as a REMIC at any time that any Certificates are outstanding. If
the Trustee has not received an Extension or such Opinion of Counsel and the
applicable Special Servicer is not able to sell such REO Property within the
period specified above, or if an Extension has been granted and the applicable
Special Servicer is unable to sell such REO Property within the extended time
period, the applicable Special Servicer shall, after consultation with the
Operating Adviser, before the end of such period or extended period, as the case
may be, auction the REO Property to the highest bidder (which may be the
applicable Special Servicer) in accordance with the Servicing Standard;
provided, however, that if an Interested Person intends to bid on the REO
Property, (i) the applicable Special Servicer (or, if such Interested Person is
the applicable Special Servicer or an Affiliate of the applicable Special
Servicer, the Trustee) shall promptly obtain, at the expense of the Trust, an
Appraisal of such REO Property (or internal valuation in accordance with the
procedures specified in Section 6.9) and (ii) the Interested Person shall not
bid less than the fair market value set forth in such Appraisal. The Depositor
may not purchase REO Property at a price in excess of the fair market value
thereof.

            Notwithstanding the foregoing, no Interested Person shall be
permitted to purchase the REO Property at a price less than an amount equal to
the fair value of the REO Property, as determined by the applicable Special
Servicer (or, if such Interested Person is the applicable Special Servicer or an
Affiliate of the applicable Special Servicer, the Trustee). Prior to the
applicable Special Servicer's or Trustee's, as applicable, determination of fair
value referred to above, the fair value of an REO Property shall be deemed to be
an amount equal to the Purchase Price. The applicable Special Servicer or
Trustee, as applicable, shall determine the fair value of an REO Property as
soon as reasonably practical after receipt of notice of an Interested Party's
desire to purchase such REO Property, and such Special Servicer or Trustee, as
applicable, shall promptly notify such Interested Party (and the Trustee, if
applicable) of the fair value. The applicable Special Servicer or Trustee, as
applicable, is required to recalculate the fair value of the REO Property if
there has been a material change in circumstances or the applicable Special
Servicer or Trustee, as applicable, has received new information (including the
receipt of a third party bid to purchase the REO Property), either of which has
a material effect on the fair value, provided that such Special Servicer or
Trustee, as applicable, shall be required to recalculate the fair value of the
REO Property if the time between the date of last determination of the fair
value of the REO Property and the date of the purchase of the REO Property by
such Interested Party has exceeded 60 days. Upon any recalculation, the
applicable Special Servicer or Trustee, as applicable, shall be required to
promptly notify in writing such Interested Party (and the Trustee, if
applicable) of the revised fair value. In determining fair value, the applicable
Special Servicer or Trustee, as applicable, shall take into account, among other
factors, the results of any appraisal or updated appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; the physical condition of the REO Property; the
state of the local economy; any other bids received with respect to the REO
Property; and the Trust's obligation to dispose of any REO Property as soon as
practicable consistent with the objective of maximizing proceeds for all
Certificateholders, but in no event later than the three-year period (or such
extended period) specified in this Section 9.15. In performing its obligations
under this Section 9.15(a), each Special Servicer or the Trustee, as applicable,
may, at the expense of the party desiring to purchase the REO Property, engage
an appraiser or other expert in real estate matters to determine the fair value
of an REO Property and may rely conclusively upon such Person's determination,
which determination shall take into account the factors set forth in the
preceding sentence.

            (b) Within 30 days of the sale of the REO Property, the applicable
Special Servicer shall provide to the Trustee, the Paying Agent and the
applicable Master Servicer (and the holder of the related Serviced Companion
Loan with respect to a Serviced Loan Group) a statement of accounting for such
REO Property, including without limitation, (i) the Acquisition Date for the REO
Property, (ii) the date of disposition of the REO Property, (iii) the sale price
and related selling and other expenses, (iv) accrued interest (including
interest deemed to have accrued) on the Specially Serviced Mortgage Loan to
which the REO Property related, calculated from the Acquisition Date to the
disposition date, (v) final property operating statements, and (vi) such other
information as the Trustee or the Paying Agent (and the holder of the related
Serviced Companion Loan with respect to a Serviced Loan Group)may reasonably
request in writing.

            (c) The Liquidation Proceeds from the final disposition of the REO
Property shall be deposited in the applicable Certificate Account within one
Business Day of receipt.

            Section 9.15A Beverly Center Subordinate Notes Purchase Option

            If the General Master Servicer becomes aware of the satisfaction of
conditions for the holder of a Beverly Center Subordinate Note to purchase the
Beverly Center Pari Passu Loan under the related Intercreditor Agreement, the
General Master Servicer shall promptly notify the Trustee in writing. For so
long as the conditions precedent to purchase contained in the related
Intercreditor Agreement have been satisfied, such holder of a Beverly
Subordinate Note may, at its option, indicate to the Trustee in writing its
intent to purchase the Beverly Center Pari Passu Loan in accordance with the
related Intercreditor Agreement, whereupon the Trustee shall designate such
holder of a Beverly Center Subordinate Note as its designee to so purchase the
Beverly Center Pari Passu Loan in accordance with such related Intercreditor
Agreement. Any such purchase by such holder of a Beverly Center Subordinate Note
shall be in its individual capacity, and not on behalf of the Trust. Any such
purchase will be subject to all applicable provisions of, and at the price set
forth in, the related Intercreditor Agreement. The Trustee and the Paying Agent
shall reasonably cooperate with such holder of a Beverly Center Subordinate Note
in effecting such purchase.

            Section 9.15B 111 Eighth Avenue B Notes Purchase Option

            If the General Master Servicer becomes aware of the satisfaction of
conditions for the holder of a 111 Eighth Avenue B Note to purchase the 111
Eighth Avenue Pari Passu Loan under the related Intercreditor Agreement, the
General Master Servicer shall promptly notify the Paying Agent in writing. For
so long as the conditions precedent to such purchase contained in the related
Intercreditor Agreement have been satisfied, the holder of a 111 Eighth Avenue B
Note may, at its option, indicate to the Paying Agent in writing its intent to
purchase the 111 Eighth Avenue Pari Passu Mortgage Loan in accordance with the
related Intercreditor Agreement, whereupon the Paying Agent shall designate the
holder of a 111 Eighth Avenue B Note as its designee to so purchase the 111
Eighth Avenue Pari Passu Loan in accordance with such related Intercreditor
Agreement. Any such purchase by the holder of a 111 Eighth Avenue B Note shall
be in its individual capacity, and not on behalf of the Trust. Any such purchase
will be subject to all applicable provisions of, and at the price set forth in,
the related Intercreditor Agreement. The Trustee and the Paying Agent shall
reasonably cooperate with the holder of a 111 Eighth Avenue B Note in effecting
such purchase.

            Section 9.15C Rockvale Square B Note Purchase Option

            If the General Master Servicer becomes aware of the satisfaction of
conditions for the holder of the Rockvale Square B Note to purchase the Rockvale
Square Mortgage Loan under the related Intercreditor Agreement, the General
Master Servicer shall promptly notify the Paying Agent in writing. For so long
as the conditions precedent to such purchase contained in the related
Intercreditor Agreement have been satisfied, the holder of the Rockvale Square
Avenue B Note may, at its option, indicate to the Paying Agent in writing its
intent to purchase the Rockvale Square Mortgage Loan in accordance with the
related Intercreditor Agreement, whereupon the Paying Agent shall designate the
holder of the Rockvale Square B Note as its designee to so purchase the Rockvale
Square Mortgage Loan in accordance with such related Intercreditor Agreement.
Any such purchase by the holder of the Rockvale Square B Note shall be in its
individual capacity, and not on behalf of the Trust. Any such purchase will be
subject to all applicable provisions of, and at the price set forth in, the
related Intercreditor Agreement. The Trustee and the Paying Agent shall
reasonably cooperate with the holder of the Rockvale Square B Note in effecting
such purchase.

            Section 9.15D Coligny Plaza B Note Purchase Option

            If the General Master Servicer becomes aware of the satisfaction of
conditions for the holder of the Coligny Plaza B Note to purchase the Coligny
Plaza Pari Passu Loan under the related Intercreditor Agreement, the General
Master Servicer shall promptly notify the Paying Agent in writing. For so long
as the conditions precedent to such purchase contained in the related
Intercreditor Agreement have been satisfied, the holder of the Coligny Plaza
Avenue B Note may, at its option, indicate to the Paying Agent in writing its
intent to purchase the Coligny Plaza Pari Passu Mortgage Loan in accordance with
the related Intercreditor Agreement, whereupon the Paying Agent shall designate
the holder of the Coligny Plaza B Note as its designee to so purchase the
Coligny Plaza Pari Passu Loan in accordance with such related Intercreditor
Agreement. Any such purchase by the holder of the Coligny Plaza B Note shall be
in its individual capacity, and not on behalf of the Trust. Any such purchase
will be subject to all applicable provisions of, and at the price set forth in,
the related Intercreditor Agreement. The Trustee and the Paying Agent shall
reasonably cooperate with the holder of the Coligny Plaza B Note in effecting
such purchase.

            Section 9.16 Realization on Collateral Security

            In connection  with the  enforcement of the rights of the Trust to
any property  securing any  Specially  Serviced  Mortgage  Loan other than the
related  Mortgaged  Property,  the applicable  Special  Servicer shall consult
with  counsel  to  determine  how  best to  enforce  such  rights  in a manner
consistent   with  the   REMIC   Provisions   and  shall   not,   based  on  a
Nondisqualification  Opinion addressed to the applicable  Special Servicer and
the  Trustee  (the cost of which  shall be an expense  of the Trust)  take any
action  that  could  result in the  failure  of any REMIC Pool to qualify as a
REMIC  while any  Certificates  are  outstanding,  unless such action has been
approved by a vote of 100% of each Class of Certificateholders  (including the
Class R-I, Class R-II and Class R-III Certificateholders).

            Section 9.17 Reserved

            Section 9.18 Annual Officer's Certificate as to Compliance

            Each Special Servicer shall deliver to the Paying Agent on or before
noon (Eastern Time) on March 20 of each calendar year, commencing in March 2005,
an Officer's Certificate stating, as to the signer thereof, that (A) a review of
the servicing activities of such Special Servicer during the preceding calendar
year or portion thereof and of such performance of such Special Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Special Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof; provided that the applicable Special Servicer shall
not be required to cause the delivery of such Officer's Certificate until April
15 in any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such Officer's Certificate to the Depositor, each Rating Agency, the Trustee
and, upon request, the Operating Adviser by April 7 of each calendar year or by
April 30 of each calendar year if the statement is not required to be delivered
prior to April 15. Such Special Servicer shall forward a copy of each such
statement to the Rating Agencies.

            Section 9.19 Annual Independent Accountants' Servicing Report

            On or before noon (Eastern Time) on March 20 of each calendar year,
beginning with March 2005, each Special Servicer at its expense shall cause a
nationally recognized firm of Independent public accountants (who may also
render other services to such Special Servicers, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of such Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that the applicable Special Servicer
shall not be required to cause the delivery of such statement until April 15 in
any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such statement to the Depositor, each Rating Agency, the Trustee and, upon
request, the Operating Adviser by April 7 of each calendar year or by April 30
of each calendar year if the statement is not required to be delivered prior to
April 15.

            Section 9.20 Merger or Consolidation

            Any Person into which a Special Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Special Servicer shall be a party, or any
Person succeeding to substantially all of the servicing business of such Special
Servicer, shall be the successor of such Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate such Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

            Section 9.21 Resignation of a Special Servicer

            (a) Except as otherwise provided in Section 9.20 or this Section
9.21, a Special Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that such Special Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of a Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the applicable
Master Servicer, the Operating Adviser and the Trustee. No such resignation
shall become effective until a successor servicer designated by the Operating
Adviser and the Trustee shall have (i) assumed such Special Servicer's
responsibilities and obligations under this Agreement and (ii) Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the applicable Special Servicer to the applicable Master Servicer,
the Trustee and the Paying Agent.

            (b) A Special Servicer may resign from the obligations and duties
hereby imposed on it, upon 30 days notice to the Trustee and the Paying Agent,
provided that (i) a successor Special Servicer is (x) available, (y) reasonably
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)
willing to assume the obligations, responsibilities and covenants to be
performed hereunder by the applicable Special Servicer on substantially the same
terms and conditions, and for not more than equivalent compensation as that
herein provided, (ii) the successor Special Servicer has assets of at least
$15,000,000 and (iii) Rating Agency Confirmation is obtained with respect to
such resignation, as evidenced by a letter from each Rating Agency delivered to
the Trustee. Any costs of such resignation and of obtaining a replacement
Special Servicer shall be borne by the applicable Special Servicer and shall not
be an expense of the Trust.

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the applicable Special Servicer hereunder in form and
substance reasonably satisfactory to the Trustee.

            (d) Upon any resignation or termination of a Special Servicer, it
shall retain the right to receive any and all Work-Out Fees payable in respect
of (i) Mortgage Loans and the Serviced Companion Loans for which it acted as
Special Servicer that became Rehabilitated Mortgage Loans during the period that
it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at
the time of such resignation or termination or (ii) any Specially Serviced
Mortgage Loan for which such Special Servicer has cured the event of default
under such Specially Serviced Mortgage Loan through a modification,
restructuring or workout negotiated by such Special Servicer and evidenced by a
signed writing, but which had not as of the time such Special Servicer was
terminated, become a Rehabilitated Mortgage Loan solely because it had not been
a performing loan for 90 consecutive days and which subsequently becomes a
Rehabilitated Mortgage Loan as a result of the loan being a performing loan for
such 90 consecutive day period (and the successor Special Servicer shall not be
entitled to any portion of such Work-Out Fees), in each case until such time (if
any) as such Mortgage Loan or such Serviced Companion Loan again becomes a
Specially Serviced Mortgage Loan or are no longer included in the Trust or if
the related Mortgaged Property becomes an REO Property.

            Section 9.22 Assignment or Delegation of Duties by the Special
Servicers

            Each Special Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Special Servicer or Sub-Servicers
(as provided in Section 9.3) to perform and carry out any duties, covenants or
obligations to be performed and carried out by such Special Servicer hereunder
or (B) assign and delegate all of its duties hereunder to a single Person. In
the case of any such assignment and delegation in accordance with the
requirements of clause (A) of this Section, such Special Servicer shall not be
released from its obligations under this Agreement. In the case of any such
assignment and delegation in accordance with the requirements of clause (B) of
this Section, the applicable Special Servicer shall be released from its
obligations under this Agreement, except that such Special Servicer shall remain
liable for all liabilities and obligations incurred by it as such Special
Servicer hereunder prior to the satisfaction of the following conditions: (i)
such Special Servicer gives the Depositor, the applicable Master Servicer and
the Trustee notice of such assignment and delegation; (ii) such purchaser or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of such Special Servicer, with like effect as if
originally named as a party to this Agreement; (iii) the purchaser or transferee
has assets in excess of $15,000,000; (iv) such assignment and delegation is the
subject of a Rating Agency Confirmation; and (v) the Depositor consents to such
assignment and delegation, such consent not be unreasonably withheld.
Notwithstanding the above, a Special Servicer may appoint Sub-Servicers in
accordance with Section 9.3 hereof.

            Section 9.23 Limitation on Liability of the Special Servicers and
Others

            (a) Neither any Special Servicer nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of such Special Servicer shall be under any liability to the
Certificateholders, the holder of any Serviced Companion Loan or the Trustee for
any action taken or for refraining from the taking of any action in good faith
and using reasonable business judgment, consistent with the Servicing Standard;
provided that this provision shall not protect a Special Servicer or any such
Person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties hereunder or by reason of
negligent disregard of obligations and duties hereunder. The Special Servicers
and any partner, representative, Affiliate, member, manager, director, officer,
employee or agent of the Special Servicers may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(including, without limitation, the information and reports delivered by or at
the direction of the applicable Master Servicer or any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of the
applicable Master Servicer) respecting any matters arising hereunder. A Special
Servicer shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties to service the Specially
Serviced Mortgage Loans in accordance with this Agreement; provided that such
Special Servicer may in its sole discretion undertake any such action which it
may reasonably deem necessary or desirable in order to protect the interests of
the Certificateholders, the holder of any Serviced Companion Loan 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 a Special Servicer of its duties hereunder) shall be expenses and
costs of the Trust and if such expenses and costs relate to a Serviced Companion
Loan, the holders of the related Serviced Companion Loan, and a Special Servicer
shall be entitled to be reimbursed therefor as provided by Section 5.2 hereof.
Notwithstanding any term in this Agreement, a Special Servicer shall not be
relieved from 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, a Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Special Servicer and conforming to the requirements
of this Agreement. Neither of the Special Servicers, nor any partner,
representative, Affiliate, member, manager, director, officer, employee or
agent, shall be personally liable for any error of judgment made in good faith
by any officer, unless it shall be proved that such Special Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither of the
Special Servicers, nor any partner, representative, Affiliate, member, manager,
director, officer, employee or agent, shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement. A Special Servicer shall be entitled to rely on reports and
information supplied to it by the applicable Master Servicer and the related
Mortgagors and shall have no duty to investigate or confirm the accuracy of any
such report or information.

            (c) A Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the applicable Master Servicer, the Trustee or the Fiscal Agent in
this Agreement. The Trust shall indemnify and hold harmless such Special
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent such amounts are not recoverable from the
party committing such breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Special Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document (in paper or electronic format) believed or in good
      faith believed by it to be genuine and to have been signed or presented by
      the proper party or parties;

            (ii) a Special Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) a Special Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Special Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in paper or
      electronic format) reasonably believed or in good faith believed by it to
      be genuine.

            (e) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of such Special
Servicer shall be indemnified by the applicable Master Servicer, the Trustee,
the Paying Agent and the Fiscal Agent, as the case may be, and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal action or claim relating to the
applicable Master Servicer's, the Trustee's, the Paying Agent's or the Fiscal
Agent's, as the case may be, respective willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or by reason of
negligent disregard by such Person of its respective duties hereunder, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of any of such Special Servicer's
duties hereunder or by reason of negligent disregard of such Special Servicer's
obligations and duties hereunder. Each Special Servicer shall promptly notify
the applicable Master Servicer, the Trustee, the Paying Agent, the Fiscal Agent
and, if applicable, the holder of the related Serviced Companion Loan, if a
claim is made by a third party entitling a Special Servicer to indemnification
hereunder, whereupon the applicable Master Servicer, the Trustee, the Paying
Agent or the Fiscal Agent, in each case, to the extent the claim was made in
connection with its willful misfeasance, bad faith or negligence, shall assume
the defense of any such claim (with counsel reasonably satisfactory to such
Special Servicer). Any failure to so notify the applicable Master Servicer, the
Trustee, the Paying Agent or the Fiscal Agent, shall not affect any rights a
Special Servicer may have to indemnification hereunder or otherwise, unless the
interest of the applicable Master Servicer, the Trustee, the Paying Agent or the
Fiscal Agent is materially prejudiced thereby. The indemnification provided
herein shall survive the termination of this Agreement and the termination or
resignation of a Special Servicer. Such indemnity shall survive the termination
of this Agreement or the resignation or removal of such Special Servicer
hereunder. Any payment hereunder made by the applicable Master Servicer, the
Trustee, the Paying Agent or the Fiscal Agent, as the case may be, pursuant to
this paragraph to the applicable Special Servicer shall be paid from the
applicable Master Servicer's, the Trustee's, the Paying Agent's or the Fiscal
Agent's, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent, the Fiscal Agent or the applicable Master Servicer shall be reimbursed by
the party so paid if a court of competent jurisdiction makes a final judgment
that the conduct of the Trustee, the Paying Agent, the Fiscal Agent or the
applicable Master Servicer, as the case may be, was not culpable of willful
misfeasance, bad faith or negligence in the performance of its respective duties
hereunder or of negligent disregard of its respective duties hereunder or the
indemnified party is found to have acted with willful misfeasance, bad faith or
negligence.

            Section 9.24 Indemnification; Third-Party Claims

            (a) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of each such
Special Servicer shall be indemnified by the Trust, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action or claim relating to (i) this
Agreement, any Mortgage Loan, any Serviced Companion Loan, any REO Property or
the Certificates or any exercise of any right under this Agreement, and (ii) any
action taken by such Special Servicer in accordance with the instruction
delivered in writing to such Special Servicer by the Trustee or the applicable
Master Servicer pursuant to any provision of this Agreement, and such Special
Servicer and each of its partners, representatives, Affiliates, members,
managers, directors, officers, employees or agents shall in each case be
entitled to indemnification from the Trust for any loss, liability or expense
(including attorneys' fees) incurred in connection with the provision by such
Special Servicer of any information included by such Special Servicer in the
report required to be provided by such Special Servicer pursuant to this
Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The applicable Special Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to such Special Servicer) and the
Trust shall pay, from amounts on deposit in the applicable Certificate Account
pursuant to Section 5.2, all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of such Special Servicer. Any expenses incurred or
indemnification payments made by the Trust shall be reimbursed by such Special
Servicer, if a court of competent jurisdiction makes a final, non-appealable
judgment that such Special Servicer was found to have acted with willful
misfeasance, bad faith or negligence.

            (b) Each Special Servicer agrees to indemnify the Trust, and the
Trustee, the Fiscal Agent, the Depositor, the applicable Master Servicer, the
Paying Agent and any partner, representative, Affiliate, member, manager,
director, officer, employee, agent or Controlling Person of the Trustee, the
Fiscal Agent, the Depositor and the applicable Master Servicer, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the applicable Master Servicer may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
such Special Servicer's duties hereunder or by reason of negligent disregard of
such Special Servicer's obligations and duties hereunder by such Special
Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the
applicable Master Servicer shall immediately notify such Special Servicer if a
claim is made by a third party with respect to this Agreement or the Specially
Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the
Fiscal Agent, the Paying Agent or the applicable Master Servicer, as the case
may be, to indemnification hereunder, whereupon such Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the applicable
Master Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify such Special Servicer shall not affect any
rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying
Agent or the applicable Master Servicer may have to indemnification under this
Agreement or otherwise, unless Special Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of such
Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent. Any
expenses incurred or indemnification payments made by such Special Servicer
shall be reimbursed by the party so paid, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of such Special Servicer
was not culpable of willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or of negligent disregard of its
respective duties hereunder or the indemnified party is found to have acted with
willful misfeasance, bad faith or negligence.

            (c) The initial applicable Special Servicer and the Depositor
expressly agree that the only information furnished by or on behalf of the
applicable Special Servicer for inclusion in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement is the information set forth in
the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master
Servicers and Special Servicers--Special Servicer" of the Preliminary Prospectus
Supplement and Final Prospectus Supplement.

            (d) Each Other Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of such Other
Special Servicer shall be indemnified by the Trust and held harmless against (i)
the Trust's pro rata share of any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
relating to the related Other Pooling and Servicing Agreement and this
Agreement, and relating to the related Non-Trust-Serviced Pari Passu Loan (but
excluding any such losses allocable to the related Non-Trust-Serviced Companion
Loan), reasonably requiring the use of counsel or the incurring of expenses
other than any losses incurred by reason of the related Other Special Servicer's
willful misfeasance, bad faith or negligence in the performance of its duties
under the related Other Pooling and Servicing Agreement and (ii) any claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses relating to the related
Non-Trust-Serviced Pari Passu Loan, but only to the extent that such losses
arise out of the actions of the General Master Servicer, the General Special
Servicer or the Trustee, and only to the extent that such actions are in
violation of the such party's duties under the provisions of the this Agreement
and to the extent that such actions are the result of such party's negligence,
bad faith or willful misconduct.

            (e) Reserved.

            Section 9.25 Reserved

            Section 9.26 Special Servicers May Own Certificates

            A Special Servicer or any agent of such Special Servicer in its
individual capacity or in any other capacity may become the owner or pledgee of
Certificates with the same rights as it would have if they were not a Special
Servicer or such agent. Any such interest of a Special Servicer or such agent in
the Certificates shall not be taken into account when evaluating whether actions
of such Special Servicer are consistent with its obligations in accordance with
the Servicing Standard regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by such Special Servicer.

            Section 9.27 Tax Reporting

            The Special Servicers shall provide the necessary information to the
Master Servicers to allow the Master Servicers to comply with the Mortgagor tax
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code
with respect to any Specially Serviced Mortgage Loan. The Special Servicers
shall provide to the Master Servicers copies of any such reports. The Master
Servicers shall forward such reports to the Trustee and the Paying Agent.

            Section 9.28 Application of Funds Received

            It is anticipated that the Master Servicers will be collecting all
payments with respect to the Mortgage Loans and the Serviced Companion Loans
(other than, in each case, payments with respect to REO Income). If, however, a
Special Servicer should receive any payments with respect to any Mortgage Loan
(other than REO Income), it shall, within two Business Days of receipt from the
Mortgagor or otherwise of any amounts attributable to payments with respect to
or the sale of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any
(but not including REO Income, which shall be deposited in the applicable REO
Account as provided in Section 9.14 hereof), forward such payment (endorsed, if
applicable, to the order of the applicable Master Servicer) to the applicable
Master Servicer. Such Special Servicer shall notify the applicable Master
Servicer of each such amount received on or before the date required for the
making of such deposit or transfer, as the case may be, indicating the Mortgage
Loan or Specially Serviced Mortgage Loan to which the amount is to be applied
and the type of payment made by or on behalf of the related Mortgagor.

            Section 9.29 Compliance with REMIC Provisions

            The Special Servicers shall act in accordance with this Agreement
and the provisions of the Code relating to REMICs in order to create or maintain
the status of any REMIC Pool as a REMIC under the Code or, as appropriate,
cooperate with the Trustee to adopt a plan of complete liquidation. The Special
Servicers shall not take any action or cause any REMIC Pool to take any action
that would (i) endanger the status of any REMIC Pool as a REMIC or the status of
the Class EI Grantor Trust as a grantor trust or (ii) subject to Section
9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but
not limited to, the tax on prohibited transactions as defined in Code Section
860F(a)(2) or on prohibited contributions pursuant to Section 860G(d)) unless
the applicable Master Servicer and the Trustee have received a
Nondisqualification Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such tax. The Special Servicers shall comply with
the provisions of Article XII hereof.

            Section 9.30 Termination

            (a) The obligations and responsibilities of the Special Servicers
created hereby (other than the obligation of such Special Servicers to make
payments to the applicable Master Servicer as set forth in Section 9.28 and the
obligations of such Special Servicers pursuant to Sections 9.8 and 9.24 hereof)
shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to Special Servicers that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of a Special Servicer effected pursuant to and in accordance with
Section 9.21 or delegation of such Special Servicer's duties pursuant to clause
B of Section 9.22 (but only to the extent specifically set forth in Section
9.22).

            (b) The Trustee may terminate a Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the applicable Master Servicer, the Fiscal Agent, the Paying
Agent or the Depositor within one Business Day following the date such amount
was required to have been remitted under the terms of this Agreement, (ii) such
Special Servicer has failed to deposit into any account any amount required to
be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) such Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of such Special Servicer set forth in this Agreement,
and such Special Servicer has failed to remedy such failure within thirty (30)
days after written notice of such failure, requiring the same to be remedied,
shall have been given to such Special Servicer by the Depositor or the Trustee,
provided, however, that if such Special Servicer certifies to the Trustee and
the Depositor that such Special Servicer is in good faith attempting to remedy
such failure, and the Certificateholders would not be affected thereby, such
cure period will be extended to the extent necessary to permit such Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (iv) such Special Servicer has made one or more false or
misleading representations or warranties herein that materially and adversely
affects the interest of any Class of Certificates and has failed to cure such
breach within thirty (30) days after notice of such breach, requiring the same
to be remedied, shall have been given to such Special Servicer by the Depositor
or the Trustee, provided, however, that if such Special Servicer certifies to
the Trustee and the Depositor that such Special Servicer is in good faith
attempting to remedy such failure, such cure period may be extended to the
extent necessary to permit such Special Servicer to cure such failure; provided,
however, that such cure period may not exceed 90 days; (v) a decree or order of
a court or agency or supervisory authority having jurisdiction in the premises
in an involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against such Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (vi) such
Special Servicer shall consent to the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings relating to such Special Servicer or of or relating to all or
substantially all of its property; (vii) such Special Servicer thereof shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations, or take any corporate action in
furtherance of the foregoing; (viii) the Trustee receives written notice from
Fitch that the continuation of the Special Servicer in such capacity would
result in the downgrade, qualification or withdrawal of the then current rating
then assigned by Fitch to any class of certificates or (ix) such Special
Servicer is removed from S&P's approved Special Servicer list and the ratings
then assigned by S&P to any Classes of Certificates are downgraded, qualified or
withdrawn (including, without limitation, being placed on "negative credit
watch") in connection with such removal. Such termination shall be effective on
the date after the date of any of the above events that the Trustee specifies in
a written notice to such Special Servicer specifying the reason for such
termination. The Operating Adviser shall have the right to appoint a successor
if the Trustee terminates a Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate a Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of such terminated Special Servicer specified in this Agreement; and
provided, further, that the Trustee shall have received Rating Agency
Confirmation from each Rating Agency prior to the termination of such Special
Servicer. A Special Servicer shall not be terminated pursuant to this subsection
(c) until a successor Special Servicer shall have been appointed. The Operating
Adviser shall pay any costs and expenses incurred by the Trust in connection
with the removal and appointment of a Special Servicer (unless such removal is
based on any of the events or circumstances set forth in Section 9.30(b)). The
Special Servicer being terminated shall execute and deliver such document
acknowledging its termination as may be reasonably required by any Rating
Agency.

            Section 9.31 Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i)(B) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the applicable Special Servicer to the
Trustee and the Paying Agent no later than the later of (i) five Business Days
after the liquidation of the last REO Property or (ii) the sixth day of the
month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the applicable Special Servicer (other
than the rights and duties of the applicable Special Servicer pursuant to
Sections 9.8, 9.21, 9.23 and 9.24 hereof) shall terminate and the applicable
Special Servicer shall transfer to the applicable Master Servicer the amounts
remaining in each REO Account and shall thereafter terminate each REO Account
and any other account or fund maintained with respect to the Specially Serviced
Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of such Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided that in no event shall the termination of such Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded such Special Servicer as successor Special Servicer, notified such
Special Servicer of such designation, and such successor Special Servicer shall
have assumed such Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed such Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of a Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicers, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
Each Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent
in effecting the termination of a Special Servicer's responsibilities and rights
hereunder as Special Servicer including, without limitation, providing the
Trustee all documents and records in electronic or other form reasonably
requested by it to enable the successor Special Servicer designated by the
Trustee to assume such Special Servicer's functions hereunder and to effect the
transfer to such successor for administration by it of all amounts which shall
at the time be or should have been deposited by the applicable Special Servicer
in the applicable REO Account and any other account or fund maintained or
thereafter received with respect to the Specially Serviced Mortgage Loans.

            Section 9.32 Certain Special Servicer Reports

            (a) The Special Servicers, for each Specially Serviced Mortgage
Loan, shall provide to the applicable Master Servicer by 2:00 p.m. (New York
time) on the date that is one Business Day after the Determination Date for each
month, the CMSA Special Servicer Loan File in such electronic format as is
mutually acceptable to each applicable Master Servicer and each applicable
Special Servicer and in CMSA format. The applicable Master Servicer may use such
reports or information contained therein to prepare its reports and such Master
Servicer may, at its option, forward such reports directly to the Depositor and
the Rating Agencies.

            (b) The Special Servicers shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the applicable Master
Servicer no later than the tenth Business Day following such Final Recovery
Determination.

            (c) The Special Servicers shall provide to the applicable Master
Servicer or the Paying Agent at the reasonable request in writing of such Master
Servicer or the Paying Agent, any information in its possession with respect to
the Specially Serviced Mortgage Loans which the applicable Master Servicer or
Paying Agent, as the case may be, shall require in order for the applicable
Master Servicer or the Paying Agent to comply with its obligations under this
Agreement; provided that the applicable Special Servicer shall not be required
to take any action or provide any information that the applicable Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder. The applicable Master Servicer shall
provide the applicable Special Servicer at the reasonable request of the
applicable Special Servicer any information in its possession with respect to
the Mortgage Loans which such Special Servicer shall require in order for such
Special Servicer to comply with its obligations under this Agreement.

            (d) Not later than 20 days after each Special Servicer Remittance
Date, the applicable Special Servicer shall forward to the applicable Master
Servicer a statement setting forth the status of each REO Account as of the
close of business on such Special Servicer Remittance Date, stating that all
remittances required to be made by it as required by this Agreement to be made
by such Special Servicer have been made (or, if any required distribution has
not been made by such Special Servicer, specifying the nature and status
thereof) and showing, for the period from the day following the preceding
Special Servicer Remittance Date to such Special Servicer Remittance Date, the
aggregate of deposits into and withdrawals from each REO Account for each
category of deposit specified in Section 5.1 of this Agreement and each category
of withdrawal specified in Section 5.2 of this Agreement.

            (e) With respect to Specially Serviced Mortgage Loans, the Special
Servicers shall use reasonable efforts to obtain and, to the extent obtained, to
deliver electronically to the Master Servicers (subject to Section 8.14 herein),
the Paying Agent, the Rating Agencies and the Operating Adviser, on or before
April 15 of each year, commencing with April 15, 2005, (i) copies of the prior
year operating statements and, except with respect to the Co-op Loans, quarterly
statements, if available, for each Mortgaged Property underlying a Specially
Serviced Mortgage Loan or REO Property as of its fiscal year end, provided that
either the related Mortgage Note or Mortgage requires the Mortgagor to provide
such information, or if the related Mortgage Loan has become an REO Property,
(ii) a copy of the most recent rent roll with respect to Mortgage Loans other
than Co-op Mortgage Loans, available for each Mortgaged Property, and (iii) a
table, setting forth the Debt Service Coverage Ratio and occupancy with respect
to each Mortgaged Property covered by the operating statements delivered above.

            (f) The Special Servicers shall deliver to the applicable Master
Servicers, the Depositor, the Paying Agent and the Trustee all such other
information with respect to the Specially Serviced Mortgage Loans at such times
and to such extent as the applicable Master Servicers, the Trustee, the Paying
Agent or the Depositor may from time to time reasonably request; provided,
however, that the applicable Special Servicers shall not be required to produce
any ad hoc non-standard written reports with respect to such Mortgage Loans
except if any Person (other than the Paying Agent or the Trustee) requesting
such report pays a reasonable fee to be determined by the applicable Special
Servicers.

            (g) The applicable Special Servicer shall deliver electronically a
written Inspection Report of each Specially Serviced Mortgage Loan in accordance
with Section 9.4(b) to the Operating Adviser.

            (h) Notwithstanding anything to the contrary herein, as a condition
to each Special Servicer making any report or information available upon request
to any Person other than the parties hereto or any Operating Adviser, such
Special Servicer may require that the recipient of such information acknowledge
that such Special Servicer may contemporaneously provide such information to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master
Servicers, the Primary Servicer, the Sellers, the Placement Agent, any
Underwriter, any Rating Agency, the holder of any Serviced Companion Loan and/or
the Certificateholders or Certificate Owners, as applicable. Any transmittal of
information by a Special Servicer to any Person other than the Trustee, the
Paying Agent, the Master Servicers, the Rating Agencies, the Operating Adviser
or the Depositor may be accompanied by a letter from the applicable Special
Servicer containing the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any Person who possesses material, non-public information
            regarding the Trust which issued Morgan Stanley Capital I Inc.,
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7 from
            purchasing or selling such Certificates in circumstances where the
            other party to the transaction is not also in possession of such
            information. You also acknowledge and agree that such information is
            being provided to you for the purpose of, and such information may
            be used only in connection with, evaluation by you or another
            Certificateholder, Certificate Owner or prospective purchaser of
            such Certificates or beneficial interest therein."

            Section 9.33 Special Servicer to Cooperate with the Master Servicer
and Paying Agent

            (a) The Special Servicers shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
applicable Master Servicer, the Trustee, the Paying Agent or any Primary
Servicer to enable it to perform its duties under this Agreement or any Primary
Servicing Agreement, as applicable; provided that no such request shall (i)
require or cause a Special Servicer to violate the Code, any provision of this
Agreement, including such Special Servicer's obligation to act in accordance
with the servicing standards set forth in this Agreement and to maintain the
REMIC status of any REMIC Pool or (ii) expose such Special Servicer, the Trust,
the Fiscal Agent, the Paying Agent or the Trustee to liability or materially
expand the scope of such Special Servicer's responsibilities under this
Agreement. In addition, the Special Servicers shall notify the applicable Master
Servicers of all expenditures incurred by it with respect to the Specially
Serviced Mortgage Loans which are required to be made by the applicable Master
Servicers as Servicing Advances as provided herein, subject to the provisions of
Section 4.4 hereof. The Special Servicers shall also remit all invoices relating
to Servicing Advances promptly upon receipt of such invoices.

            (b) The Special Servicers shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall not be an expense of the Trust:

            (i) whether the foreclosure of a Mortgaged Property relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if a Special Servicer elects to proceed with a foreclosure,
      whether a deficiency judgment should or should not be sought because the
      likely recovery will or will not be sufficient to warrant the cost, time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale" clause
      or "due-on-encumbrance" (other than with respect to a Mortgage Loan that
      is a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
      Conditions have been satisfied) clause contained in a Mortgage Loan or a
      Specially Serviced Mortgage Loan is in the best economic interest of the
      Trust;

            (iv) in connection with entering into an assumption agreement from
      or with a Person to whom a Mortgaged Property securing a Specially
      Serviced Mortgage Loan has been or is about to be conveyed, or to release
      the original Mortgagor from liability upon a Specially Serviced Mortgage
      Loan and substitute a new Mortgagor, and whether the credit status of the
      prospective new Mortgagor is in compliance with the applicable Special
      Servicer's regular commercial mortgage origination or servicing standard;

            (v) in connection with the foreclosure on a Specially Serviced
      Mortgage Loan secured by a Mortgaged Property which is not in compliance
      with CERCLA, or any comparable environmental law, whether it is in the
      best economic interest of the Trust to bring the Mortgaged Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed modification (which shall include
      any proposed release, substitution or addition of collateral), extension,
      waiver (except a waiver with respect to immaterial covenants, Late Fees or
      default interest), amendment, discounted payoff or sale of a Mortgage
      Loan, prepare a summary of such proposed action and an analysis of whether
      or not such action is reasonably likely to produce a greater recovery on a
      present value basis than liquidation of such Mortgage Loan; such analysis
      shall specify the basis on which the applicable Special Servicer made such
      determination, including the status of any existing material default or
      the grounds for concluding that a payment default is imminent.

            Section 9.34 Reserved

            Section 9.35 Reserved

            Section 9.36 Sale of Defaulted Mortgage Loans

            (a) Each Seller, as to those Mortgage Loans sold to the Depositor by
such Seller only, the holder of Certificates evidencing the greatest percentage
interest in the Controlling Class), and the applicable Special Servicer (each in
such capacity, together with any assignee, the "Option Holder") shall, in that
order, have the right, at its option (the "Option"), to purchase a Mortgage Loan
(other than any Non-Trust-Serviced Pari Passu Loan) from the Trust at a price
equal to the Option Purchase Price upon receipt of notice from the applicable
Special Servicer that such Mortgage Loan has become at least 60 days delinquent
as to any monthly debt service payment (or is 90 days delinquent as to its
Balloon Payment); provided, however, that with respect to each Whole Loan, the
Option Holder's rights under this Section 9.36 are subject to the rights of the
holder of the related Subordinate Note to purchase the related A Note pursuant
to the terms of the related Intercreditor Agreement. The Option is exercisable,
subject to the related Seller's right (after receiving notice from the Trustee
that an Option Holder intends to exercise its Option) set forth in Section 2.3
to first repurchase such Mortgage Loan, from that date until terminated pursuant
to clause (e) below, and during that period the Option shall be exercisable in
any month only during the period from the 10th calendar day of such month
through the 25th calendar day, inclusive, of such month. The Trustee on behalf
of the Trust shall be obligated to sell such Mortgage Loan upon the exercise of
the Option (whether exercised by the original holder thereof or by a holder that
acquired such Option by assignment), but shall have no authority to sell such
Mortgage Loan other than in connection with the exercise of an Option (or in
connection with a repurchase of a Mortgage Loan under Article II, an optional
termination pursuant to Section 10.1 or a qualified liquidation of the REMIC
Pools) or if such Mortgage Loan is part of a Whole Loan, to the holder of the
related Subordinate Note pursuant to the terms of the related Intercreditor
Agreement. Any Option Holder that exercises the Option shall be required to
purchase the applicable Mortgage Loan within 4 Business Days following such
exercise. If any Option Holder desires to waive its right to exercise the
Option, then it shall so notify the Trustee in writing, and the Trustee shall
promptly notify the next party eligible to hold the Option set forth above of
its rights hereunder. Any of the other parties eligible to hold the Option set
forth above may at any time notify the Trustee in writing of its desire to
exercise the Option, and the Trustee shall promptly notify (i) the current
Option Holder (and the other parties eligible to hold the Option) and (ii)
solely with respect to an option to purchase a Mortgage Loan, which is part of a
Whole Loan, the holder of the related Subordinate Note, of such party's desire
to exercise the Option provided, that none of the Trustee, the applicable Master
Servicer or the applicable Special Servicer shall disclose the Option Purchase
Price to the holder of such Subordinate Notes. If the Option Holder neither (i)
exercises the Option nor (ii) surrenders its right to exercise the Option within
3 Business Days of its receipt of that notice, then the Option Holder's right to
exercise the Option shall lapse, and the Trustee shall promptly notify the next
party eligible to hold the Option (and the other parties eligible to hold the
Option) of its rights thereunder.

            (b) The "Option Purchase Price" shall be an amount equal to the fair
value of the related Mortgage Loan, as determined by the applicable Special
Servicer upon the request of any holder of the Option. The reasonable,
out-of-pocket expenses of each Special Servicer incurred in connection with any
such determination of the fair value of a Mortgage Loan shall be payable and
reimbursed to such Special Servicer as an expense of the Trust. Prior to the
applicable Special Servicer's determination of fair value referred to above, the
fair value of a Mortgage Loan shall be deemed to be an amount equal to the
Purchase Price plus (i) any prepayment penalty or yield maintenance charge then
payable upon the prepayment of such Mortgage Loan and (ii) the reasonable fees
and expenses of the applicable Special Servicer, the applicable Master Servicer
and the Trustee incurred in connection with the sale of the Mortgage Loan. The
applicable Special Servicer shall determine the fair value of a Mortgage Loan on
the later of (A) as soon as reasonably practical upon the Mortgage Loan becoming
60 days delinquent or upon the Balloon Payment becoming delinquent and (B) the
date that is 75 days after the applicable Special Servicer's receipt of the
Servicer Mortgage File relating to such Mortgage Loan, and such Special Servicer
shall promptly notify the Option Holder (and the Trustee and each of the other
parties set forth above that could become the Option Holder) of (i) the Option
Purchase Price and (ii) if such Mortgage Loan is part of a Whole Loan, that such
Mortgage Loan is subject to the terms of the related Intercreditor Agreement,
and that any purchaser of such Mortgage Loan will be subject to such related
Intercreditor Agreement. The applicable Special Servicer is required to
recalculate the fair value of the Mortgage Loan if there has been a material
change in circumstances or the applicable Special Servicer has received new
information (including the receipt of a third party bid to purchase the Option
and any cash bids received from the holder of a Subordinate Note), either of
which has a material effect on the fair value, provided that such Special
Servicer shall be required to recalculate the fair value of the Mortgage Loan if
the time between the date of last determination of the fair value of the
Mortgage Loan and the date of the exercise of the Option has exceeded 60 days.
Upon any recalculation, the applicable Special Servicer shall be required to
promptly notify in writing each Option Holder (and the Trustee and each of the
other parties set forth above that could become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the applicable Special Servicer shall take into account, among other
factors, the results of any Appraisal or updated Appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; any views on fair value expressed by Independent
investors in mortgage loans comparable to the Mortgage Loan (provided that the
applicable Special Servicer shall not be obligated to solicit such views); the
period and amount of any delinquency on the affected Mortgage Loan; whether to
the applicable Special Servicer's actual knowledge, the Mortgage Loan is in
default to avoid a prepayment restriction; the physical condition of the related
Mortgaged Property; the state of the local economy; the expected recoveries from
the Mortgage Loan if the applicable Special Servicer were to pursue a workout or
foreclosure strategy instead of the Option being exercised; and the Trust's
obligation to dispose of any REO Property as soon as practicable consistent with
the objective of maximizing proceeds for all Certificateholders, but in no event
later than the three-year period (or such extended period) specified in Section
9.15. Notwithstanding the foregoing, the Option will not apply to any Non-Trust
Serviced Pari Passu Loan. The CSFB 2004-C1 Pooling and Servicing Agreement
provides for a comparable fair value call option for the Beverly Center Pari
Passu Loan, and anyone exercising the right to purchase the Beverly Center
Companion Loans under the CSFB 2004-C1 Pooling and Servicing Agreement must also
purchase the Beverly Center Pari Passu Loan from the Trust. The 2004-HQ3 Pooling
and Servicing Agreement provides for a comparable fair value call option for the
Alamo Quarry Market & Quarry Crossing Pari Passu Loan, and anyone exercising the
right to purchase the Alamo Quarry Market & Quarry Crossing Companion Loan under
the 2004-HQ3 Pooling and Servicing Agreement must also purchase the Alamo Quarry
Market & Quarry Crossing Pari Passu Loan from the Trust.

            (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of notice from the applicable Special Servicer that an Option is exercisable
with respect to a specified Mortgage Loan, and upon such assignment such third
party shall have all of the rights granted to the Option Holder hereunder in
respect of the Option. Such assignment shall only be effective upon written
notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the applicable Master Servicer and
the applicable Special Servicer, and none of such parties shall be obligated to
recognize any entity as an Option Holder absent such notice.

            (d) If the applicable Special Servicer, the holder of Certificates
representing the greatest percentage interest in the Controlling Class or an
Affiliate of either thereof elects to exercise the Option, the Trustee shall be
required to determine whether the Option Purchase Price constitutes a fair price
for the Mortgage Loan. Upon request of the applicable Special Servicer to make
such a determination, the Trustee will do so within a reasonable period of time
(but in no event more than 15 Business Days). In doing so, the Trustee may rely
on the opinion of an Appraiser or other expert in real estate matters retained
by the Trustee at the expense of the party exercising the Option. The Trustee
may also rely on the most recent Appraisal of the related Mortgaged Property
that was prepared in accordance with this Agreement. If the Trustee were to
determine that the Option Purchase Price does not constitute a fair price, then
the applicable Special Servicer shall redetermine the fair value taking into
account the objections of the Trustee.

            (e) The Option shall terminate, and shall not be exercisable as set
forth in clause (a) above (or if exercised, but the purchase of the related
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if the Mortgage Loan to which it relates is no longer delinquent as
set forth above because the Mortgage Loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a work-out arrangement, (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off) or (iv) been purchased by the related Seller pursuant to Section 2.3.
In addition, the Option with respect to a Mortgage Loan that is part of a Whole
Loan shall terminate upon the purchase of such Mortgage Loan, as applicable, by
the holder of a related Subordinate Note, pursuant to the related Intercreditor
Agreement.

            (f) Unless and until an Option Holder exercises an Option, the
applicable Special Servicer shall continue to service and administer the related
Mortgage Loan in accordance with the Servicing Standard and this Agreement, and
shall pursue such other resolution or recovery strategies, including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

            Section 9.37 Operating Adviser; Elections

            (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser with respect to Specially
Serviced Mortgage Loans (except with respect to a Whole Loan which becomes a
Specially Serviced Mortgage Loan, in such case, the Operating Adviser shall be
appointed in accordance with the related Intercreditor Agreement) (the
"Operating Adviser"). The Operating Adviser shall be elected for the purpose of
receiving reports and information from the Special Servicers in respect of the
Specially Serviced Mortgage Loans (including any reports and information
received by the General Special Servicer from the Other Special Servicer with
respect to any Non-Trust-Serviced Pari Passu Loan).

            (b) Subject to the related Intercreditor Agreement with respect to a
Whole Loan, the initial Operating Adviser is Citigroup Alternative Investments
LLC. The Controlling Class shall give written notice to the Trustee, the Paying
Agent and the applicable Master Servicer of the appointment of any subsequent
Operating Adviser (in order to receive notices hereunder). If a subsequent
Operating Adviser is not so appointed, an election of an Operating Adviser also
shall be held. Notice of the meeting of the Holders of the Controlling Class
shall be mailed or delivered to each Holder by the Paying Agent, not less than
10 nor more than 60 days prior to the meeting. The notice shall state the place
and the time of the meeting, which may be held by telephone. A majority of
Certificate Balance of the Certificates of the then Controlling Class, present
in person or represented by proxy, shall constitute a quorum for the nomination
of an Operating Adviser. At the meeting, each Holder shall be entitled to
nominate one Person to act as Operating Adviser. The Paying Agent shall cause
the election of the Operating Adviser to be held as soon thereafter as is
reasonably practicable.

            (c) Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Operating Adviser. The voting in
each election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall not
be required to recognize any Person as an Operating Adviser until the Operating
Adviser provides the Paying Agent with written confirmation of its acceptance of
such appointment, written confirmation that it will keep confidential all
information received by it as Operating Adviser hereunder or otherwise with
respect to the Certificates, the Trust and/or this Agreement, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
The Paying Agent hereby recognizes Citigroup Alternative Investments LLC as the
initial Operating Adviser. The Paying Agent shall promptly notify the Trustee of
the identity of the Operating Adviser. The Trustee shall promptly deliver such
information to the Master Servicers and the Special Servicers and, with respect
to each Non-Trust-Serviced Pari Passu Loan, the related Other Master Servicer
and the related Other Special Servicer. The Master Servicers and the Special
Servicers shall not be required to recognize any Person as an Operating Adviser
until such information has been delivered by the Trustee. In the event that an
Operating Adviser shall have resigned or been removed and a successor Operating
Adviser shall not have been elected, there shall be no Operating Adviser.

            (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

            (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that a Special Servicer
has been elected as Operating Adviser or no Operating Adviser has been elected,
(i) such Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than a Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
applicable Special Servicer.

            (g) If an Operating Adviser is appointed with respect to a Whole
Loan by the holder of the related Subordinate Note pursuant to the related
Intercreditor Agreement, although such Operating Adviser shall have all
consultation and consent rights of the "Operating Adviser" set forth in this
Agreement with respect to such Whole Loan, the "Operating Adviser" appointed by
the Certificateholders pursuant to Section 9.37(c) hereof shall also receive
copies of all notices or information sent to the Operating Adviser appointed by
the holder of the related Subordinate Note.

            (h) The parties hereto agree and acknowledge that, with respect to
the Beverly Center Pari Passu Loan, Section 3.1.4 of the CSFB 2004-C1 Pooling
and Servicing Agreement grants certain rights to the Trustee hereby, on behalf
of the Trust. Upon receipt of a written request of the Operating Adviser, the
Trustee agrees to exercise such rights to obtain such information and documents
as may be requested by the Operating Adviser with respect to the Beverly Center
Pari Passu Loan. In connection with the exercise of such rights the Trustee
agrees (i) to make a knowledgeable Responsible Officer available to answer
questions from the Operating Adviser during regular business hours at such time
and for such duration as the Trustee and the Operating Adviser shall reasonably
agree, regarding the status of such request and (ii) in any event, to respond to
the request of the Operating Adviser within 5 Business Days after receipt
thereof.

            (i) The Master Servicers or Special Servicers, as the case may be,
shall not be required to recognize any Person as the holder of a B Note or C
Note until such holder provides the Master Servicers or Special Servicers, as
the case may be, with an address and telecopy number for the delivery of notices
and other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers). The Master Servicers or Special Servicers, as
the case may be, shall promptly notify the Operating Adviser of such information
with respect to any such holder of a B Note or C Note.

            Section 9.38 Limitation on Liability of Operating Adviser

            The Operating Adviser shall have no liability to the Trust, the
Depositor, the Master Servicers, the Special Servicers, the Trustee, the Paying
Agent, the holder of any Serviced Companion Loan or the Certificateholders for
any action taken, or for refraining from the taking of any action, in good faith
and using reasonable business judgment pursuant to this Agreement. By its
acceptance of a Certificate, each Certificateholder (and Certificate Owner)
confirms its understanding that the Operating Adviser may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Operating Adviser may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates and each holder of a Serviced Companion Loan, and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict. Furthermore,
the Operating Adviser shall have no rights with respect to any
Non-Trust-Serviced Pari Passu Loan or any Non-Trust-Serviced Companion Loan. The
Operating Adviser shall have no liability to the trust formed pursuant to any
Other Pooling and Servicing Agreement, the holder of any Non-Trust-Serviced
Companion Loan or the certificateholders under any Other Pooling and Servicing
Agreement 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.

Section 9.39 Rights of Operating Adviser

            (a) Notwithstanding anything to the contrary herein (and, with
respect to each Whole Loan, subject to the related Intercreditor Agreement),
including but not limited to Article 8 hereof, the Operating Adviser will
receive notice of and may advise each Special Servicer with respect to the
following actions of such Special Servicer with respect to any Mortgage Loan
(other than any Non-Trust-Serviced Pari Passu Loan (except to the extent such
right is conferred pursuant to the related Intercreditor Agreement)):

            (i) any proposed modification of a Money Term of a Mortgage Loan
      other than an extension of the original maturity date for 2 years or less;

            (ii) with respect to notice only, any proposed sale of a Defaulted
      Mortgage Loan, pursuant to Section 9.36;

            (iii) any determination to bring an REO Property into compliance
      with Environmental Laws;

            (iv) any acceptance of substitute or additional collateral for a
      Mortgage Loan not expressly required under such Mortgage Loan (except with
      respect to a Defeasance Loan);

            (v) any waiver of a "due on-sale" or "due on-encumbrance" clause
      (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB
      Subordinate Debt Conditions have been satisfied);

            (vi) any acceptance of an assumption agreement; and

            (vii) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of or upon satisfaction of
      such Mortgage Loan).

            (b) In addition, notwithstanding anything to the contrary herein
(and, with respect to each Whole Loan, subject to the related Intercreditor
Agreement), including but not limited to Article 8 hereof, the Operating Adviser
shall have the right to approve any of the following actions by the Special
Servicer:

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisition of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any acceptance of a discounted payoff; and

            (iii) any release of "earn out" or performance reserves listed on
      Schedule XIII hereof, on deposit in an Escrow Account, other than where
      such release does not require the consent of the lender.

            In the event that the applicable Special Servicer determines that
immediate action is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Loan Group, the holder of the related Serviced
Companion Loan (as a collective whole), the applicable Special Servicer may take
any such action without waiting for the Operating Adviser's advice or approval.
No advice or approval or lack of approval of the Operating Adviser may (and each
Special Servicer shall ignore and act without regard to any such advice or
approval or lack of approval that such Special Servicer has determined, in its
reasonable, good faith judgment, would) (A) require or cause such Special
Servicer to violate applicable law, the terms of any Mortgage Loan or any other
Section of this Agreement, including such Special Servicer's obligation to act
in accordance with the Servicing Standard, (B) result in Adverse REMIC Event
with respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor
Trust as a grantor trust, (D) expose the Trust, the Depositor, a Master
Servicer, a Special Servicer, the Trustee, the Fiscal Agent or any of their
respective Affiliates, members, managers, partners, representatives, officers,
directors, employees or agents, to any material claim, suit or liability, or (E)
expand the scope of a Master Servicer's or Special Servicer's responsibilities
under this Agreement.

            Any notices required to be delivered to the Special Servicer with
respect to items (i) through (vii) of subsection (a) above and items (i) through
(iii) of subsection (b) above by any other party to this Agreement shall be
simultaneously delivered to the Operating Adviser (including, to the extent
received from a party to an Other Pooling and Servicing Agreement, such
information with respect to Non-Trust Serviced Pari Passu Loans). With respect
to items (v), (vi) and (vii) of subsection (a) above, the Operating Adviser
shall be subject to the same time periods for advising a Special Servicer with
respect to any such matters as are afforded to a Special Servicer pursuant to
Section 8.7, which periods shall be co-terminus with those of such Special
Servicer. The applicable Special Servicer shall provide the Operating Adviser
with its recommendations with respect to the matters set forth in both (a) and
(b) above within 5 Business Days of such Special Servicer's receipt of notice
thereof. In addition, the Operating Adviser may direct the Trustee to remove the
applicable Special Servicer at any time upon the appointment and acceptance of
such appointment by a successor to the applicable Special Servicer; provided
that, prior to the effectiveness of any such appointment, the Trustee and the
Paying Agent shall have received Rating Agency Confirmation from each Rating
Agency. The Operating Adviser shall pay any costs and expenses incurred by the
Trust in connection with the removal and appointment of an applicable Special
Servicer (unless such removal is based on any of the events or circumstances set
forth in Section 9.30(b)). The Trustee shall notify the Paying Agent promptly
upon its receipt of the direction set forth above. Notwithstanding any other
provision in this Agreement, the Operating Adviser shall have the right to
appoint a sub-operating adviser with respect to any particular Mortgage Loan
(other than any Non-Trust-Serviced Pari Passu Loan). Such sub-operating adviser
shall have the right, subject to Rating Agency confirmation, to appoint, or
serve as, the Special Servicer with respect to such Mortgage Loan. All
references in this Agreement to the "Operating Adviser" and the "Special
Servicer" shall refer to the sub-operating adviser or the special servicer
appointed by the sub-operating adviser, as applicable; provided, however, that
such special servicer shall not have any advancing obligations with respect to
such Mortgage Loans.

            The Operating Adviser with respect to the Rockvale Square Mortgage
Loan shall have the applicable additional rights set forth in Section 9.40
hereof and in the Rockvale Square Intercreditor Agreement, the Operating Adviser
with respect to the Coligny Plaza Mortgage Loan shall have the applicable
additional rights set forth in Section 9.41 hereof and in the Coligny Plaza
Intercreditor Agreement and the Operating Adviser with respect to the 111 Eighth
Avenue Mortgage Loan shall have the applicable additional rights set forth in
Section 9.42 hereof and the related 111 Eighth Avenue Intercreditor Agreement.

            Section 9.40 Rights of the Holder of the Rockvale Square B Note

            With respect to the Rockvale Square Mortgage Loan, pursuant to the
related Intercreditor Agreement, either the General Master Servicer (if such
Mortgage Loan and the related B Note is not a Specially Serviced Mortgage Loan)
or the General Special Servicer (if the such Mortgage Loan and the related B
Note is a Specially Serviced Mortgage Loan), as applicable, shall consult with
the holder of the related B Note regarding its views, and shall provide the
holder of the related B Note with any proposals and back up materials that are
used by either the General Master Servicer or the General Special Servicer, as
applicable, in developing such proposals (as reasonably determined by either the
General Master Servicer or the General Special Servicer, as applicable) with
respect to the following actions at least ten Business Days prior to any such
action being taken:

            (a) any modification of, or waiver with respect to, the related
Mortgage Loan that would result in the extension of the maturity date or
extended maturity date thereof, a reduction in the interest rate borne thereby
or the monthly debt service payment or a deferral or a forgiveness of interest
on or principal of the related Mortgage Loan or a modification or waiver of any
other monetary term of the related Mortgage Loan relating to the timing or
amount of any payment of principal or interest (other than default interest) or
any other material sums due and payable under the related Mortgage Loan
Documents or a modification or waiver of any provision of the related Mortgage
Loan which restricts the related Borrower or its equity owners from incurring
additional indebtedness;

            (b) any modification of, or waiver with respect to, the related
Mortgage Loan that would result in a discounted payoff of the related Mortgage
Loan;

            (c) any foreclosure upon or comparable conversion of the ownership
of the related Mortgaged Property or any acquisition of the related Mortgaged
Property by deed-in-lieu of foreclosure;

            (d) any proposed sale of REO Property that is related to the
Mortgage Loan (other than in connection with the termination of any trust
created pursuant to the terms of this Agreement) for less than the REO Purchase
Price (as that term is defined in the related loan documents);

            (e) any determination to bring the related Mortgaged Property
securing the related Mortgage Loan into compliance with applicable environmental
laws;

            (f) any release of collateral for the related Mortgage Loan, and/or
any acceptance of substitute or additional collateral for the related Mortgage
Loan (other than in accordance with the terms of the related Mortgage Loan
Documents);

            (g) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
and

            (h) any release of the related Borrower or any guarantor with
respect to the related Mortgage Loan from liability with respect to such
Mortgage Loan.

            In addition, for so long as there has been no "Threshold Event" (as
defined in the related Intercreditor Agreement) with respect to the related
Mortgage Loan and for so long as at least 51% of the outstanding principal
balance of the Rockvale Square B Note is held by holders that are not the
related Mortgagor or an affiliate of the related Mortgagor, neither the General
Master Servicer nor the General Special Servicer, as applicable, shall take any
of the following actions without the prior written consent (or deemed consent)
of the holder of the Rockvale Square B Note:

            (a) any foreclosure upon or comparable conversion (which may include
the acquisition of an REO Property) of the ownership of the related Mortgaged
Property securing the related Mortgage Loan;

            (b) any modification of a monetary term other than an extension of
the original Maturity Date (as that term is defined in the related loan
documents) for two years or less of the related Mortgage Loan, including any
acceptance of a discounted payoff;

            (c) any release of collateral for the related Mortgage Loan (other
than in accordance with the original terms of, or upon satisfaction of, the
related Mortgage Loan); or

            (d) any acceptance of an assumption agreement, or other actions
having the effect of, releasing the related Mortgagor from liability under the
related Mortgage Loan.

            The holder of the related B Note, if any, has agreed pursuant to the
related Intercreditor Agreement that it will provide the General Master Servicer
or the General Special Servicer, as applicable, with its response within seven
(7) Business Days after its receipt of any such proposed action and any back up
materials and, if it has not responded within such seven (7) Business Day
period, shall be deemed to have approved of such proposed action if no response
is received within three (3) additional Business Days following notice (which
notice shall recite that failure to respond within three (3) Business Days will
constitute deemed approval of the proposed action). If the holder of the related
B Note disapproves of any proposed action within the seven (7) Business Day and,
if applicable, three (3) Business Day period above, the General Master Servicer
or the General Special Servicer, as applicable, shall provide the holder of the
related B Note with a revised proposal no later than 10 days after such
disapproval. The failure of the holder of the related B Note to affirmatively
disapprove such revised proposal in writing within five (5) Business Days of
receipt thereof shall be deemed approval thereof. If the holder of the related B
Note disapproves of such revised proposal within five (5) Business Days of
receipt thereof, the General Master Servicer or General Special Servicer, as
applicable, shall again provide a revised proposal no later than 10 days after
such disapproval. Following the delivery of such third proposal and provided
that the holder of the related B Note has failed to suggest any alternative
actions consistent with the Servicing Standard, the General Master Servicer or
General Special Servicer, as applicable, may take such action unless such action
is contrary to applicable law or the terms of the related loan documents, this
Agreement or the related Intercreditor Agreement.

            Notwithstanding the foregoing, neither the General Master Servicer
nor the General Special Servicer, as applicable, by virtue of Section 9.40,
shall be required to take any action or refrain from taking any action that
would (and the General Master Servicer and the General Special Servicer may
ignore and act without regard to any advice, direction or objection of the
holder of the related B Note that the General Master Servicer or the General
Special Servicer has determined, in its reasonable, good faith judgment would)
violate any provision of this Agreement, including the obligation to act in
accordance with the Servicing Standard or the REMIC Provisions.

            The General Master Servicer and the General Special Servicer
acknowledge that pursuant to the terms of the related Intercreditor Agreement,
the holder of the Rockvale Square B Note, for so long as there has not been a
Threshold Event (as that term is defined in the related Intercreditor
Agreement), (i) may at any time and from time to time replace the General
Special Servicer with respect to the related Mortgage Loan, with any other
Person that constitutes a qualified servicing institution capable of making the
representations, warranties and covenants of the General Special Servicer set
forth herein and subject to receipt of a Rating Agency Confirmation and (ii)
have the right to approve any proposed replacement of the property manager or
any proposed assumptions of the Rockvale Square Loan in accordance with the
terms of the related Intercreditor Agreement.

            The General Master Servicer and the Operating Adviser acknowledge
that, pursuant to the related Intercreditor Agreement, the "Co-Lender," as
defined therein, shall be entitled to exercise the rights and powers granted to
the Operating Adviser herein with respect to the Rockvale Square Mortgage Loan
and the Rockvale Square B Note, as applicable, and that all references in this
Section to the term "Operating Adviser" and to the Operating Adviser appointed
pursuant to Section 9.37(a) shall be deemed to refer to the holder of the
Rockvale Square B Note for so long as there has not been a Threshold Event (as
that term is defined in the related Intercreditor Agreement) and for so long as
at least 51% of the outstanding principal balance of the Rockvale Square B Note
is held by holders that are not the related Mortgagor or any affiliate of the
related Mortgagor. Notwithstanding the foregoing, the Operating Adviser
designated by the Certificateholders shall also receive all notices delivered to
the Operating Advisers appointed pursuant to the related Intercreditor
Agreement.

            All of the foregoing rights of the holder of the Rockvale Square B
Note regarding the designation of the Special Servicer with respect to the
related Mortgage Loan and such B Note, the replacement of the property manager
or assumption of the Rockvale Square Mortgage Loan, as well as the consent
rights of the holder of the Rockvale Square B Note described above, shall
continue for so long as there has not been a Threshold Event (as that term is
defined in the related Intercreditor Agreement) and for so long as at least 51%
of the outstanding principal balance of such B Note is held by holders that are
not the related Mortgagor or any affiliate of the related Mortgagor.

            Section 9.41 Rights of the Holder of the Coligny Plaza B Note

            With respect to the Coligny Plaza Mortgage Loan, pursuant to the
related Intercreditor Agreement, either the General Master Servicer (if such
Mortgage Loan and the related B Note is not a Specially Serviced Mortgage Loan)
or the General Special Servicer (if the such Mortgage Loan and the related B
Note is a Specially Serviced Mortgage Loan), as applicable, shall consult with
the holder of the related B Note and provide notices to the related Operating
Adviser (or an Operating Adviser appointed by the holder of the related B Note
to act on its behalf at the expense of the holder of the related B Note)
regarding its views, and shall provide the holder of the related B Note and in
connection with its consultation rights set forth in the related Intercreditor
Agreement, the Operating Adviser, with any proposals and back up materials that
are used by either the General Master Servicer or the General Special Servicer,
as applicable, in developing such proposals (as reasonably determined by either
the General Master Servicer or the General Special Servicer, as applicable) with
respect to the following actions at least ten Business Days prior to any such
action being taken:

            (a) any proposed foreclosure upon or comparable conversion or any
other enforcement action under the related Mortgage Loan Documents (which may
include acquisition of an REO Property) of the ownership of properties securing
the Mortgage Loan;

            (b) any proposed modification of a monetary term of the related
Mortgage Loan or forgiveness of interest or principal or acceptance of a
discounted payoff, or of any non-monetary term of the related Mortgage Loan;

            (c) any proposed sale of the related Mortgaged Property after it
becomes REO Property (other than upon termination of the Trust pursuant to
Article X) or any proposed sale of a Defaulted Mortgage Loan;

            (d) any determination to bring the related Mortgaged Property after
it becomes REO Property into compliance with Environmental Laws or otherwise
address hazardous materials located at the related Mortgaged Property or REO
Property;

            (e) any approval of the incurrence of additional indebtedness
secured by the related Mortgaged Property, if approval is required by the
related Mortgage Loan Documents;

            (f) any acceptance of substitute or additional collateral for the
related Mortgage Loan (other than in accordance with the terms of the related
Mortgage Loan Documents) or any release of collateral for the related Mortgage
Loan (other than in accordance with the terms of the related Mortgage Loan
Documents or upon satisfaction of the related Mortgage Loan);

            (g) any waiver of a "due on-sale" or "due on-encumbrance" clause
with respect to the related Mortgage Loan;

            (h) any acceptance of an assumption agreement releasing the related
Mortgage Loan Borrower, a guarantor or an indemnitor from liability under the
related Mortgage Loan Documents; and

            (i) any consent to a modification, waiver or amendment to the
Mortgage Loans that is proposed by the General Master Servicer pursuant to
Section 8.18 of this Pooling and Servicing Agreement.

            The holder of the related B Note, if any, has agreed pursuant to the
related Intercreditor Agreement that it will provide the General Master Servicer
or the General Special Servicer, as applicable, with its response within ten
Business Days after its receipt of any such proposal and any back up materials
and shall be deemed to have approved of such action if no response is received
within such ten Business Days.

            Neither the General Master Servicer nor the General Special
Servicer, as applicable, shall take any of the actions described in clauses (a)
through (i) without the prior written consent (or deemed consent) of the holder
of the related B Note. Notwithstanding the foregoing, neither the General Master
Servicer nor the General Special Servicer, as applicable, by virtue of Section
9.41, shall be required to take any action or refrain from taking any action
that would (and the General Master Servicer and the General Special Servicer may
ignore and act without regard to any advice, direction or objection of the
holder of the related B Note that the General Master Servicer or the General
Special Servicer has determined, in its reasonable, good faith judgment would)
require or cause such General Master Servicer or General Special Servicer to
violate any provision of this Agreement, the related Intercreditor Agreement or
the related loan documents, including the obligation to act in accordance with
the Servicing Standard and the REMIC Provisions.

            The General Special Servicer may also act without the consent of the
holder of the related B Note if the General Special Servicer has notified the
holder of the related B Note and the Operating Adviser of the various actions it
proposes to take with respect to a workout or liquidation of the related
Mortgage Loan and the related B Note and for 60 days following the first such
notice the holder of the related B Note has failed to approve any of the
proposed actions and has failed to suggest any alternative actions that the
General Special Servicer reasonably considers to be consistent with such
Servicing Standard.

            The General Master Servicer and the General Special Servicer
acknowledge that pursuant to the terms of the related Intercreditor Agreement,
the holder of the Coligny Plaza B Note, may at any time and from time to time,
upon receipt of Rating Agency Confirmation, replace the General Special Servicer
with respect to the related Mortgage Loan, with any other Person that
constitutes a qualified servicing institution capable of making the
representations, warranties and covenants of the General Special Servicer set
forth herein.

            The General Master Servicer and the Operating Adviser acknowledge
that, pursuant to the related Intercreditor Agreement, the "Controlling Holder,"
as defined therein, shall be entitled to exercise the rights and powers granted
to the Operating Adviser herein with respect to the Coligny Plaza Mortgage Loan
and the Coligny Plaza B Note, as applicable, and that all references in this
Section to the term "Operating Adviser" and to the Operating Adviser appointed
pursuant to Section 9.37(a) shall be deemed to refer to the holder of the
Coligny Plaza B Note; provided, however, that if the initial principal balance
of the Coligny Plaza B Note, less the sum (without duplication) of (i) any
payments of principal on the Coligny Plaza B Note (whether as prepayments or
otherwise), (ii) any Appraisal Reduction Amount (as that term is defined in the
Mortgage Loan Documents) allocated to the Coligny Plaza B Note in accordance
with the terms of this Agreement, and (iii) any Realized Principal Loss (as that
term is defined in the Mortgage Loan Documents), is less than 25% of the initial
principal balance of the Coligny Plaza B Note, then the Controlling Holder will
be the holder of the Coligny Plaza Mortgage Loan. Notwithstanding the foregoing,
the Operating Adviser designated by the Certificateholders shall also receive
all notices delivered to the Operating Adviser appointed pursuant to the related
Intercreditor Agreement.

            All of the foregoing rights of the holder of the Coligny Plaza B
Note regarding the designation of the Special Servicer with respect to the
related Mortgage Loan and such B Note, as well as the consent rights of the
holder of the such B Note described in the foregoing clauses (a) through (i),
shall cease if the holder of the Coligny Plaza B Note is no longer the
"Controlling Holder" as defined in the related Intercreditor Agreement.

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1 Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans

            (a) The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent, to
make payments to the Class R-I Certificateholders, the Class R-II
Certificateholders and the REMIC III Certificateholders, as set forth in Section
10.2 and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of
all REO Property (including for all purposes of this Article X, the beneficial
interest of the Trust in a Mortgaged Property acquired with respect to a
Non-Trust Serviced Pari Passu Loan) (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b), (iii) the termination of the Trust pursuant to
Section 10.1(c) or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d); provided that in no event shall the Trust
created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.

            (b) The General Master Servicer shall give the Trustee and the
Paying Agent notice of the date when the aggregate Principal Balance of the
Mortgage Loans, after giving effect to distributions of principal made on the
next Distribution Date, is less than or equal to 3% of the initial Aggregate
Certificate Balance of the Certificates as of the Cut-Off Date. In order to make
such determination, the NCB Master Servicer shall inform the General Master
Servicer of the Principal Balance of the Co-op Mortgage Loans on a monthly
basis, or at an accelerated interval as requested by the General Master Servicer
of the NCB Master Servicer. The Paying Agent shall promptly forward such notice
to the Trustee, the Depositor, the Holder of a majority of the Controlling
Class, the Master Servicers, the Special Servicers, NCB, FSB (if it is not then
a Master Servicer) and the Holders of the Class R-I Certificates; and the Holder
of a majority of the Controlling Class, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer and
the Holders of the Class R-I Certificates, in such priority (and in the case of
the Class R-I Certificateholders, a majority of the Class R-I
Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust, provided, that if any Holder of
a majority of the Controlling Class, the Co-op Special Servicer, the General
Master Servicer, the NCB Master Servicer (if not then NCB, FSB), the General
Special Servicer or the Holders of the Class R-I Certificates makes such an
election, then NCB, FSB will have the option, by giving written notice to the
other parties hereto no later than 30 days prior to the anticipated date of
purchase, to purchase all of the NCB Mortgage Loans and each related REO
Property remaining in the Trust, and the other party will then have the option
to purchase only the remaining Mortgage Loans and each related REO Property. If
any party desires to exercise such option, it will notify the Trustee who will
notify any party with a prior right to exercise such option and NCB, FSB (if it
is not then a Master Servicer). If any party that has been provided notice by
the Trustee (excluding the Depositor) notifies the Trustee within ten Business
Days after receiving notice of the proposed purchase that it wishes to purchase
the assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the applicable Master Servicer
for the benefit of the Holder of the majority of the Class R-I Certificates, the
applicable Special Servicer or the applicable Master Servicer, as the case may
be, the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon
(other than any accrued and unpaid interest thereon that has been the subject of
an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master
Servicing Fee Rate if a Master Servicer is the purchaser), with respect to the
Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection
Period with respect to which such purchase occurs, plus unreimbursed Advances
and interest on such unreimbursed Advances at the Advance Rate, and the fair
market value of any other property remaining in REMIC I. The Trustee shall
consult with the Placement Agent and the Underwriters or their respective
successors, as advisers, in order for the Trustee to determine whether the fair
market value of the property constituting the Trust has been offered; provided
that, if the Placement Agent or any Underwriter or an Affiliate of the Placement
Agent or the Underwriters is exercising its right to purchase the Trust assets,
the Trustee shall consult with the Operating Adviser in order for the Trustee to
determine the fair market value, provided that the Operating Adviser is not an
Affiliate of the Class R-I Holder, a Special Servicer or a Master Servicer, or
the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicers or the Master Servicers, as the case may be, must deliver to the
Trustee an Opinion of Counsel, which shall be at the expense of such Holders,
the Special Servicers or the Master Servicers, as the case may be, stating that
such termination will be a "qualified liquidation" under section 860F(a)(4) of
the Code. Such purchase shall be made in accordance with Section 10.3.

            (c) If at any time the Holders of the Class R-I Certificates own
100% of the REMIC III Certificates and the Class EI Certificates, such Holders
may terminate REMIC I (which will in turn result in the termination of REMIC II
and REMIC III) and the Class EI Grantor Trust upon (i) the delivery to the
Trustee and the Depositor of an Opinion of Counsel (which opinion shall be at
the expense of such Holders) stating that such termination will be a "qualified
liquidation" of each REMIC Pool under Section 860F of the Code, and (ii) the
payment of any and all costs associated with such termination. Such termination
shall be made in accordance with Section 10.3.

            (d) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class
E, Class F and Class G Certificates is reduced to zero, the Sole
Certificateholder shall have the right to exchange all of its Certificates
(other than the Residual Certificates) for all of the Mortgage Loans and each
REO Property remaining in the Trust as contemplated by clause (iv) of Section
10.1(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange and upon the delivery to the Trustee
and the Depositor of an Opinion of Counsel (which opinion shall be at the
expense of such Sole Certificateholders) stating that such exchange will be a
"qualified liquidation" of each REMIC Pool under Section 860F of the Code. In
the event that the Sole Certificateholder elects to exchange all of its
Certificates (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall
deposit in the Certificate Account an amount in immediately available funds
equal to all amounts due and owing to the Depositor, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer and the Trustee hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Certificate Account, or an escrow
account acceptable to the respective parties hereto or that may be withdrawn
from the Distribution Accounts pursuant to this Agreement but only to the extent
that such amounts are not already on deposit in the Certificate Account. Upon
confirmation that such final deposits have been made and following the surrender
of all its Certificates (other than the Residual Certificates) on such
Distribution Date, the Trustee shall, upon receipt of a Request for Release from
the General Master Servicer and the NCB Master Servicer, if applicable, release
or cause to be released to the Sole Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust, and the Trust shall be
liquidated in accordance with Section 10.2. For federal income tax purposes, the
Sole Certificateholder shall be deemed to have purchased the assets of REMIC I
and the Class EI Grantor Trust, to the extent then outstanding, for an amount
equal to the remaining Certificate Balance of its Certificates (other than the
Residual Certificates), plus accrued, unpaid interest with respect thereto, and
the Trustee shall credit such amounts against amounts distributed in respect of
such Certificates. The remaining Mortgage Loans and REO Properties are deemed
distributed to the Sole Certificateholder in liquidation of the Trust pursuant
to Section 10.2.

            (e) Upon the termination of the Trust, any funds held by the Class
EI Grantor Trust shall be distributed to the Class EI Certificateholders, on a
pro rata basis.

            (f) Subject to Section 1.6 and Section 9.4(d), upon the sale of a
Mortgage Loan that is part of an A/B Mortgage Loan by the Trust or the payment
in full of such Mortgage Loan, any related A Note and the related B Note shall
no longer be subject to this Agreement and the obligations and rights of the
Master Servicer and the Special Servicer, with respect to such A/B Mortgage Loan
shall terminate in the manner and subject to the applicable provisions, set
forth in Section 8.28 and Section 9.30, respectively.

            Section 10.2 Procedure Upon Termination of Trust

            (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Class R-I, Class R-II, REMIC III and
Class EI Certificateholders mailed no later than ten days prior to the date of
such termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II, REMIC III and Class EI
Certificates will be made, and upon presentation and surrender of the Class R-I,
Class R-II, REMIC III and Class EI Certificates at the office or agency of the
Certificate Registrar therein specified, and (B) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distribution being made
only upon presentation and surrender of the Class R-I, Class R-II, REMIC III and
Class EI Certificates at the office or agency of the Certificate Registrar
therein specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II, REMIC III and Class EI Certificates. Upon any such termination,
the duties of the Certificate Registrar with respect to the Class R-I, Class
R-II, REMIC III and Class EI Certificates shall terminate and the Trustee shall
terminate, or request the Master Servicers and the Paying Agent to terminate,
the Certificate Accounts and the Distribution Account and any other account or
fund maintained with respect to the Certificates, subject to the Paying Agent's
obligation hereunder to hold all amounts payable to the Class R-I, Class R-II,
REMIC III and Class EI Certificateholders in trust without interest pending such
payment.

            (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II, REMIC III and Class EI
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Certificate Registrar shall give a
second written notice to the remaining Class R-I, Class R-II, REMIC III and
Class EI Certificateholders to surrender their certificates evidencing the Class
R-I, Class R-II, REMIC III and Class EI Certificates for cancellation and
receive the final distribution with respect thereto. If within one year after
the second notice any Class R-I, Class R-II, REMIC III and Class EI Certificates
shall not have been surrendered for cancellation, the Certificate Registrar may
take appropriate steps to contact the remaining Class R-I, Class R-II, REMIC III
and Class EI Certificateholders concerning surrender of such certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any such Class R-I, Class R-II,
REMIC III and Class EI Certificates shall not have been surrendered for
cancellation, the Paying Agent shall, subject to applicable state law relating
to escheatment, hold all amounts distributable to such Holders for the benefit
of such Holders. No interest shall accrue on any amount held by the Trustee and
not distributed to a Class R-I, Class R-II, REMIC III or Class EI
Certificateholder due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMIC Pools
and the Class EI Grantor Trust and shall be beneficially owned by the related
Holder.

            Section 10.3 Additional Trust Termination Requirements

            (a) The Trust and each REMIC Pool shall be terminated in accordance
with the following additional requirements, unless at the request of a Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of such Master Servicer or the Class R-I Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Paying Agent to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

            (i) Within 89 days prior to the time of the making of the final
      payment on the REMIC III and Class EI Certificates the Trustee shall
      prepare and (on behalf of REMIC I, REMIC II and REMIC III) shall adopt a
      plan of complete liquidation of each REMIC Pool, meeting the requirements
      of a qualified liquidation under the REMIC Provisions, which plan need not
      be in any special form and the date of which, in general, shall be the
      date of the notice specified in Section 10.2(a) and shall be specified in
      a statement attached to the final federal income tax return of each REMIC
      Pool;

            (ii) At or after the date of adoption of such a plan of complete
      liquidation and at or prior to the time of making of the final payment on
      the REMIC III and Class EI Certificates, the Trustee shall sell all of the
      assets of the Trust for cash at the Termination Price; provided that if
      the Holders of the Class R-I Certificates are purchasing the assets of the
      Trust, the amount to be paid by such Holders may be paid net of the amount
      to be paid to such Holders as final distributions on any Certificates held
      by such Holders;


            (iii) At the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, (A) to the Holders of the Class R-I Certificates
      all assets of REMIC I remaining after such final payment of the REMIC I
      Regular Interests, (B) to the Holders of the Class R-II Certificates all
      remaining assets of REMIC II after such final payment of the REMIC II
      Regular Interests and (C) to the Holders of the Class R-III Certificates
      all remaining assets of REMIC III (in each case other than cash retained
      to meet claims), and the Trust shall terminate at that time; and

            (iv) In no event may the final payment on the REMIC I Regular
      Interests, REMIC II Regular Interests, REMIC III Regular Certificates or
      the final distribution or credit to the Holders of the Residual
      Certificates, respectively, be made after the 89th day from the date on
      which the plan of complete liquidation is adopted.

            (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of each REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            The provisions of this Article XI shall apply to each of the REMIC
Regular Certificateholders and Residual Certificateholders to the extent
appropriate.

            Section 11.1 Limitation on Rights of Holders

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicers
or operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) If a Certificateholder is also a Mortgagor with respect to any
Mortgage Loan, such Certificateholder shall have no right to vote with respect
to any matters concerning such Mortgage Loan. In addition, if a
Certificateholder is also one of the Special Servicers, such Certificateholder
shall have no right to vote, in its capacity as a Certificateholder, with
respect to compensation to such Special Servicer or any waiver of a default with
respect to a Mortgage Loan or Serviced Companion Loan.

            (d) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 11.2 Access to List of Holders

            (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within 15 days after receipt by the Certificate Registrar of a
request by the Trustee or the Paying Agent, as the case may be, in writing, a
list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

            (b) If the Depositor, the Operating Adviser, a Special Servicer, a
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

            (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicers, the Special Servicers and the Trustee that neither the Depositor, the
Certificate Registrar, the Paying Agent, the Master Servicers, the Special
Servicers nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 11.3 Acts of Holders of Certificates

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.

                                  ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

            The provisions of this Article XII shall apply to each REMIC Pool
and the Class EI Grantor Trust, as applicable.

            Section 12.1 REMIC Administration

            (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans
(other than Excess Interest payable thereon), such amounts with respect thereto
as shall from time to time be held in the Certificate Accounts, the Interest
Reserve Accounts, the Distribution Account and the Reserve Account, the
Insurance Policies and any related amounts REO Account and any related REO
Properties as a REMIC ("REMIC I") under the Code, other than any portion of the
foregoing amounts allocable to the Serviced Companion Loans. Such election will
be made on Form 1066 or other appropriate federal tax or information return or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the REMIC I Interests are issued. For purposes of such
election, the REMIC I Regular Interests shall each be designated as a separate
class of "regular interests" in REMIC I and the Class R-I Certificates shall be
designated as the sole class of "residual interests" in REMIC I.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC
II") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC II Interests are issued. For the purposes of such election, the REMIC II
Regular Interests shall be designated as the "regular interests" in REMIC II and
the Class R-II Certificates shall be designated as the sole class of the
"residual interests" in REMIC II.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC
III") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class
X-1 and Class X-Y Certificates, shall be designated as the "regular interests"
in REMIC III and the Class R-III Certificates shall be designated as the sole
class of "residual interests" in REMIC III.

            The Trustee and the Paying Agent shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any of the
REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular
Interests, the REMIC III Regular Certificates and the Residual Certificates.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.

            (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master
Servicers. The Paying Agent shall prepare and file Form 8811 on behalf of each
REMIC Pool and shall designate an appropriate Person to respond to inquiries by
or on behalf of Certificateholders for original issue discount and related
information in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file, or cause to be prepared
and filed, all of each REMIC Pool's federal and state income or franchise tax
and information returns as such REMIC Pool's direct representative, and the
Trustee shall sign such returns; the expenses of preparing and filing such
returns shall be borne by the Paying Agent, except that if additional state tax
returns are required to be filed in more than three states, the Paying Agent
shall be entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicers and the Special Servicers shall provide on a timely basis to
the Paying Agent or its designee such information with respect to the Trust or
any REMIC Pool as is in its possession, which the Depositor or a Master Servicer
and a Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. Each Master
Servicer and each Special Servicer shall indemnify the Trustee, the Paying
Agent, the Fiscal Agent and the Depositor for any liability or assessment
against the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any
REMIC Pool and any expenses incurred in connection with such liability or
assessment (including attorneys' fees) resulting from any error in any of such
tax or information returns resulting from errors in the information provided by
such Master Servicer or such Special Servicer, as the case may be, which errors
were caused by the negligence, willful misconduct or bad faith of such Master
Servicer or such Special Servicer, as the case may be. The Paying Agent shall
indemnify the Master Servicers, the Special Servicers, the Depositor or any
REMIC Pool for any expense incurred by any Master Servicer, any Special
Servicer, the Depositor and any REMIC Pool resulting from any error in any of
such tax or information returns resulting from errors in the preparation of such
returns caused by the negligence, willful misconduct or bad faith of the Paying
Agent. Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party or parties, an opportunity to contest the tax or assessment
or expense giving rise to such claim, provided that the failure to give such
notification rights shall not affect the indemnification rights in favor of any
REMIC Pool under this Section 12.1(e). Any such indemnification shall survive
the resignation or termination of a Master Servicer, the Paying Agent or a
Special Servicer, or the termination of this Agreement.

            (f) The Paying Agent shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

            (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099
information returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing. Moreover, the Paying
Agent shall forward to each Certificateholder such forms and furnish such
information within its control as are required by the Code to be furnished to
them, shall prepare and file with the appropriate state authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal
Revenue Service Forms 1099 (or otherwise furnish information within the control
of the Paying Agent) to the extent required by applicable law. The Paying Agent
will make available to any Certificateholder any tax related information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

            (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC Pool's Tax
Matters Person. The duties of the Tax Matters Person for each of the REMIC Pools
are hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicers and the Special Servicers shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicers and the Special Servicers,
within the scope of its express duties, and shall each act in accordance with
this Agreement and the REMIC Provisions in order to create and maintain the
status of each REMIC Pool as a REMIC and the Class EI Grantor Trust as a grantor
trust or, as appropriate, adopt a plan of complete liquidation with respect to
each REMIC Pool.

            (j) The Trustee, the Paying Agent, the Master Servicers, the Special
Servicers, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such Persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the imposition of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2)) or (iii) endanger the status of the Class EI Grantor
Trust unless the Trustee and the Paying Agent have received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

            (k) In the event that any tax is imposed on the REMIC I, REMIC II or
REMIC III, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to the REMIC I, REMIC II or REMIC III after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicers pursuant to Section 9.14(e)),
such tax, together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the Paying Agent, if such tax arises out of or results from a
breach of any of its obligations under this Agreement, which breach constitutes
negligence, willful misconduct or bad faith; (ii) a Special Servicer, if such
tax arises out of or results from a breach by such Special Servicer of any of
its obligations under this Agreement, which breach constitutes negligence,
willful misconduct or bad faith; (iii) a Master Servicer, if such tax arises out
of or results from a breach by such Master Servicer of any of its obligations
under this Agreement, which breach constitutes negligence, willful misconduct or
bad faith; (iv) the Fiscal Agent, if such tax arises out of or results from a
breach by the Fiscal Agent of any of its obligations under this Agreement, which
breach constitutes negligence, willful misconduct or bad faith; and (v) the
Trust in all other instances. Any tax permitted to be incurred by the Special
Servicers pursuant to Section 9.14(e) shall be charged to and paid by the Trust
from the net income generated on the related REO Property. Any such amounts
payable by the Trust in respect of taxes shall be paid by the Paying Agent out
of amounts on deposit in the Distribution Account.

            (l) The Paying Agent and, to the extent that records are maintained
by the Master Servicers or the Special Servicers in the normal course of their
businesses, the Master Servicers and the Special Servicers shall, for federal
income tax purposes, maintain books and records with respect to each REMIC Pool
on a calendar year and on an accrual basis, and with respect to the Class EI
Grantor Trust on the cash or accrual method and so as to enable reporting to
Holders of Class EI Certificates based on their annual accounting period.
Notwithstanding anything to the contrary contained herein, except to the extent
provided otherwise in the Mortgage Loans or in the Mortgages, all amounts
collected on the Mortgage Loans shall, for federal income tax purposes, be
allocated first to interest due and payable on the Mortgage Loans (including
interest on overdue interest, other than additional interest at a penalty rate
payable following a default). The books and records must be sufficient
concerning the nature and amount of each REMIC Pool's investments to show that
such REMIC Pool has complied with the REMIC Provisions.

            (m) Neither the Trustee, the Paying Agent, the Master Servicers nor
the Special Servicers shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten days after the Closing Date all information or data that
the Paying Agent reasonably determines to be relevant for tax purposes on the
valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

            The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its reasonable best efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At all times as may be required by the Code, each Master
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each
REMIC Pool as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of REMIC
I Regular Interests, each Class of REMIC II Regular Interests and each Class of
REMIC III Regular Certificates is the Final Rated Distribution Date.

            Section 12.2 Prohibited Transactions and Activities

            Neither the Trustee, the Paying Agent, the Master Servicers nor the
Special Servicers shall permit the sale, disposition or substitution of any of
the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or
default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool,
(iii) the termination of any REMIC Pool in a "qualified liquidation" as defined
in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II
hereof), nor acquire any assets for the Trust, except as provided in Article II
hereof, nor sell or dispose of any investments in the Certificate Accounts or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the regular interests therein, (B)
affect the distribution of interest or principal on the Certificates, (C) result
in the encumbrance of the assets transferred or assigned to any REMIC Pool
(except pursuant to the provisions of this Agreement) or (D) cause any REMIC
Pool to be subject to a tax on "prohibited transactions" or "prohibited
contributions" or other tax pursuant to the REMIC Provisions.

            Section 12.3 Modifications of Mortgage Loans

            Notwithstanding anything to the contrary in this Agreement, neither
the Trustee, the Paying Agent, the applicable Master Servicer nor the applicable
Special Servicer shall permit any modification of a Money Term of a Mortgage
Loan or a Specially Serviced Mortgage Loan that is not in default or as to which
default is not reasonably foreseeable unless (i) the Trustee, the applicable
Special Servicer, Paying Agent and the applicable Master Servicer have received
a Nondisqualification Opinion or a ruling from the Internal Revenue Service (at
the expense of the party making the request that the applicable Master Servicer
or the applicable Special Servicer modify the Mortgage Loan or a Specially
Serviced Mortgage Loan) to the effect that such modification would not be
treated as an exchange pursuant to Section 1001 of the Code (or, if it would be
so treated, would not be treated as a "significant modification" for purposes of
Treasury Regulations Section 1.860G-2(b) of the Code) or (ii) such modification
meets the requirements set forth in Sections 8.18 or 9.5.

            Section 12.4 Liability with Respect to Certain Taxes and Loss of
REMIC Status

            In the event that any REMIC Pool fails to qualify as a REMIC, loses
its status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicers, the
Special Servicers, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicers, the Special Servicers, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

            Section 12.5 Grantor Trust Administration

            The assets of the Class EI Grantor Trust, consisting of the right to
any Excess Interest in respect of the ARD Loans and the Excess Interest
Sub-account, shall be held by the Trustee for the benefit of the Holders of the
Class EI Certificates, which Class EI Certificates, in the aggregate, will
evidence 100% beneficial ownership of such assets from and after the Closing
Date. It is intended that the portion of the Trust consisting of the Class EI
Grantor Trust will be treated as a grantor trust for federal income tax
purposes, and each of the parties to this Agreement agrees that it will not take
any action that is inconsistent with establishing or maintaining such treatment.
Under no circumstances may the Trustee vary the assets of the Class EI Grantor
Trust so as to take advantage of variations in the market so as to improve the
rate of return of Holders of the Class EI Certificates. The Trustee and the
Paying Agent shall be deemed to hold and shall account for the Class EI Grantor
Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III
created hereunder. In furtherance of such intention, the Paying Agent shall
furnish or cause to be furnished to the Class EI Certificateholders and shall
file, or cause to be filed with the Internal Revenue Service, together with Form
1041 or such other form as may be applicable, information returns with respect
to income relating to their shares of the income and expenses of the Class EI
Grantor Trust, at the time or times and in the manner required by the Code.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

            Section 13.1 Binding Nature of Agreement

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

            Section 13.2 Entire Agreement

            This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

            Section 13.3 Amendment

            (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the interest represented by the Class EI Certificates as a grantor trust
Certificates as a grantor trust) for the purposes of federal income tax law (or
comparable provisions of state income tax law), (iv) to make any other
provisions with respect to matters or questions arising under or with respect to
this Agreement not inconsistent with the provisions hereof, (v) to modify, add
to or eliminate the provisions of Article III relating to transfers of Residual
Certificates, (vi) to amend any provision herein to the extent necessary or
desirable to list the Certificates on a stock exchange, including, without
limitation, the appointment of one or more sub-paying agents and the requirement
that certain information be delivered to such sub-paying agents or (vii) to make
any other amendment which does not adversely affect in any material respect the
interests of any Certificateholder (unless such Certificateholder consents). No
such amendment effected pursuant to clause (i), (ii) or (iv) of the preceding
sentence shall (A) adversely affect in any material respect the interests of any
Holder not consenting thereto, without the consent of 100% of the
Certificateholders adversely affected thereby or (B) adversely affect the status
of any REMIC Pool as a REMIC (or the Class EI Grantor Trust as a grantor trust).
Prior to entering into any amendment without the consent of Holders pursuant to
this paragraph, the Trustee may require an Opinion of Counsel and a
Nondisqualification Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor, and otherwise at the expense of the party requesting
such amendment, except that if the Trustee requests such amendment, such
amendment shall be at the expense of the Depositor, if the Depositor consents),
to the effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material economic
respect any Holder if the Trustee receives a Rating Agency Confirmation from
each Rating Agency (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor).

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and/or an Opinion of Counsel that such
amendment will not result in an Adverse Grantor Trust Event, as applicable, and
an Opinion of Counsel that any amendment pursuant to this Section 13.3(b) is
permitted by this Agreement at the expense of the party requesting the
amendment.

            (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate or reduce a Master Servicer's,
the Trustee's or the Fiscal Agent's obligation to make an Advance or alter the
Servicing Standard except as may be necessary or desirable to comply with the
REMIC Provisions, (iv) adversely affect the status of any REMIC Pool as a REMIC
for federal income tax purposes (as evidenced by a Nondisqualification Opinion),
the Class EI Grantor Trust as a grantor trust without the consent of 100% of the
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders), (v) adversely affect in any material respect the interests
of the Holders of the Certificates in a manner other than as described in the
immediately preceding clause (i), without the consent of the Holders of all
Certificates affected thereby, (vi) significantly change the activities of the
Trust, without the consent of the Holders of Certificates representing more than
50% of all the Voting Rights or (vii) modify the provisions of this Section 13.3
without the consent of the Holders of all Certificates then outstanding;
provided that no such amendment may modify Section 8.18 of this Agreement
without Rating Agency Confirmation. The Trustee shall not consent to any
amendment to this Agreement pursuant to this subsection (c) unless it shall have
first received a Nondisqualification Opinion and/or an Opinion of Counsel that
such amendment will not result in an Adverse REMIC Event or an Adverse Grantor
Trust Event, as applicable, and an Opinion of Counsel that any amendment
pursuant to this Section 13.3(c) is permitted by this Agreement at the expense
of the party requesting the amendment.

            (d) The costs and expenses associated with any such amendment shall
be borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

            (e) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

            (f) It shall not be necessary for the consent of Holders under this
Section 13.3 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (g) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

            (h) Notwithstanding the fact that the provisions in Section 13.3(c)
would otherwise apply, with respect to any amendment that significantly modifies
the permitted activities of the Trustee, the Master Servicers or the Special
Servicers, any Certificate beneficially owned by a Seller or any of its
Affiliates shall be deemed not to be outstanding (and shall not be considered
when determining the percentage of Certificateholders consenting or when
calculating the total number of Certificates entitled to consent) for purposes
of determining if the requisite consents of Certificateholders under this
Section 13.3 have been obtained.

            (i) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may be amended
pursuant to Section 8.26(d) herein without any notice to or consent of any of
the Certificateholders, Opinions of Counsel, Officer's Certificates or Rating
Agency Confirmation.

            (j) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have a material adverse effect on the
holder of a Serviced Companion Loan without first obtaining the written consent
of the holder of such Serviced Companion Loan. In addition, notwithstanding
anything to the contrary contained in this Section 13.3, the parties hereto
agree that this Agreement may not be amended with respect to those provisions of
this Agreement to which an Other Master Servicer or Other Special Servicer is a
third party beneficiary as provided for in Section 13.9 hereof, without the
written consent of such Other Master Servicer or Other Special Servicer, as the
case may be.

            Section 13.4 GOVERNING LAW

            THIS  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE  STATE  OF NEW  YORK,  AND THE  OBLIGATIONS,  RIGHTS  AND
REMEDIES OF THE PARTIES  HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

            Section 13.5 Notices

            All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when received by (A) in the
case of the Depositor, Morgan Stanley Capital I Inc., 1585 Broadway, New York,
New York 10036, Attention: Andrew Berman, with a copy to Michelle Wilke; (B) in
the case of the Trustee, Fiscal Agent, Paying Agent and Certificate Registrar at
the Corporate Trust Office; (C) in the case of the General Master Servicer,
Wells Fargo Bank, National Association, 45 Fremont Street, 2nd Floor, San
Francisco, California 94105, Attention: Commercial Mortgage Servicing, with a
copy to Robert F. Darling, Esq., Wells Fargo Bank, National Association, 633
Folsom Street, 7th Floor, San Francisco, California 94111; (D) in the case of
the General Special Servicer, Midland Loan Services, Inc., 10851 Mastin, Suite
700, Overland Park, Kansas 66210 (for deliveries) and P.O. Box 25965, Shawnee
Mission, Kansas 66225-5965 (for communications by United States mail),
Attention: President, telecopy number: (913) 253-9001 ; (E) in the case of the
NCB Master Servicer, NCB, FSB, 1725 Eye Street, N.W., Washington, D.C. 20006,
Attention: Kathleen Luzik, Real Estate Master Servicing, Fax: (202) 336-7800;
(F) in the case of the Co-op Special Servicer, National Consumer Cooperative
Bank, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik,
Real Estate Special Servicing, Fax: (202) 336-7800; (G) in the case of MSMC,
1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a copy
to Michelle Wilke; (H) in the case of NCB, FSB, NCB, FSB, 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Steven Brookner; (I) in the case of State
Farm, State Farm Life Insurance Company, One State Farm Plaza, E-7, Bloomington,
Illinois 61710, Attention: David C. Graves, Vice President - Mortgages and Real
Estate; (J) in the case of WaMu, Washington Mutual Bank, FA, 6011 Connection
Drive, Suite 600, Irving, Texas 75039, Attention: Ross Stewart, Fax: (469)
549-5887, with copies to the attention of David Zielke at Washington Mutual
Bank, FA, 1201 Third Avenue, WMT 1706, Seattle, Washington 98101, Fax: (206)
377-6244; (K) in the case of Nationwide, Nationwide Life Insurance Company, One
Nationwide Plaza, 34th Floor, Columbus, Ohio 43215-2220, Attention: Blake E.
West 1-34-09, with copies to the attention of Randall W. May, Esq., 1-34-06; (L)
in the case of Principal, Principal Global Investors, LLC, 801 Grand Avenue, Des
Moines, Iowa 50392, Attention: Margie A. Custis, with a copy to Leanne S.
Valentine, Esq.; (M) in the case of TIAA, Teachers Insurance and Annuity
Association of America, 730 Third Avenue, New York, New York 10018, Attention:
Associate Director-CMBS Marketing with copies to the V.P.-Mortgage and Real
Estate Law; (N) in the case of NCCB, National Consumer Cooperative Bank, 1725
Eye Street, N.W., Washington, D.C. 20006, Attention: Steven Brookner; (O) in the
case of the initial Operating Adviser, The Travelers Life Insurance Company c/o
Citigroup Alternative Investments LLC, 850 3rd Avenue, 12th Floor, New York, New
York 10022, Attention: CMBS Unit, (P) in the case of the initial holder of the
Rockvale Square B Note, Mortgage Stanley Mortgage Capital, Inc., 1221 Avenue of
the Americas, New York, New York 10020 and (Q) in the case of the initial holder
of the Coligny Plaza B Note, Nationwide Life Insurance Company, One Nationwide
Plaza, 34th Floor, Columbus, Ohio 43215-2220, Attention: Blake E. West 1-34-09,
with copies to the attention of Randall W. May, Esq., 1-34-06. Any notice
required or permitted to be mailed to a Holder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

            Section 13.6 Severability of Provisions


            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 13.7 Indulgences; No Waivers

            Neither the failure nor any delay on the part of a party to exercise
any right, remedy, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed
by the party asserted to have granted such waiver.

            Section 13.8 Headings Not to Affect Interpretation

            The headings contained in this Agreement are for convenience of
reference only, and shall not be used in the interpretation hereof.

            Section 13.9 Benefits of Agreement

            Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement
(including any Primary Servicer to the extent applicable to such Primary
Servicer) and their successors hereunder and the Holders of the Certificates,
any benefit or any legal or equitable right, power, remedy or claim under this
Agreement; provided, however, that the Mortgagors set forth on Schedule XI
hereto are intended third-party beneficiaries of the fifth and sixth paragraphs
of Section 2.3(a) and each holder of a Serviced Companion Loan is an intended
third-party beneficiary in respect of the rights afforded it hereunder and may
directly enforce such rights. With respect to each Non-Trust-Serviced Pari Passu
Loan, the related Other Master Servicer, Other Special Servicer, Other Trustee
and Other Fiscal Agent, as applicable, shall each be a third party beneficiary
of this Agreement with respect to all provisions herein expressly relating to
compensation, reimbursement or indemnification of such Other Master Servicer or
Other Special Servicer, as the case may be (including reimbursement for any Pari
Passu Loan Nonrecoverable Advance), any provisions relating to the
indemnification of any such parties and the provisions regarding coordination of
P&I Advances. This Agreement may not be amended in any manner that would
adversely affect the rights of any third party beneficiary without its
reasonable consent. Each holder of a right to receive Excess Servicing Fees
shall be a third party beneficiary to this Agreement with respect to its right
to receive such Excess Servicing Fees.

            Section 13.10 Special Notices to the Rating Agencies

            (a) The Trustee shall give prompt notice to the Rating Agencies, the
applicable Special Servicer and the Operating Adviser of the occurrence of any
of the following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) the Interim Certification and the Final Certification required
      pursuant to Section 2.2 hereof;

            (iii) notice of the repurchase of any Mortgage Loan pursuant to
      Section 2.3(a) hereof;

            (iv) any resignation of a Master Servicer, a Special Servicer, the
      Paying Agent, the Operating Adviser or the Trustee pursuant to this
      Agreement;

            (v) the appointment of any successor to a Master Servicer, the
      Trustee, the Fiscal Agent, the Paying Agent, the Operating Adviser or a
      Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate liens on the Mortgaged
      Properties (other than with respect to a Co-op Mortgage Loan as to which
      the NCB, FSB Subordinate Debt Conditions have been satisfied);

            (viii) the making of a final payment pursuant to Section 10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to Fitch, to:

                  Fitch Ratings
                  One State Street Plaza
                  New York, NY  10004
                  Fax:  (212) 635 0294
                  Attention:  Commercial Mortgage Surveillance

            If to S&P, to:

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, NY  10041
                  Fax:  (212) 438-2662
                  Attention:  Commercial Mortgage Surveillance Manager

or at such address as shall be provided in writing to the Depositor by such
Rating Agency.

            (c) The Trustee, or in the case of clauses (i) and (ii), the
successor trustee shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events:

            (i) the resignation or removal of the Trustee pursuant to Section
      7.6; or

            (ii) the appointment of a successor trustee pursuant to Section 7.7;
      or

            (iii) the appointment of a successor Operating Adviser pursuant to
      Section 9.37.

            (d) The Master Servicers shall deliver to the Rating Agencies and
the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and the General Master Servicer shall deliver to the
Primary Servicers and the General Special Servicer each of the reports required
to be delivered by the General Master Servicer to the Primary Servicers and the
General Special Servicer pursuant to the terms of this Agreement. The Trustee,
the Paying Agent and the Special Servicers shall deliver to the Rating Agencies
and the Depositor any information as reasonably requested by the Rating Agencies
and Depositor, as the case may be.

            (e) Any notice or other document required to be delivered or mailed
by the Depositor, the Master Servicers, the Paying Agent or the Trustee shall be
given by such parties, respectively, on a best efforts basis and only as a
matter of courtesy and accommodation to the Rating Agencies, unless otherwise
specifically required herein, and such parties, respectively, shall have no
liability for failure to deliver any such notice or document to the Rating
Agencies.

            Section 13.11 Counterparts

            This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

            Section 13.12 Intention of Parties

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related rights and property to the Trustee, for the
benefit of the Certificateholders, by the Depositor as provided in Section 2.1
be, and be construed as, an absolute sale of the Mortgage Loans and related
property. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Mortgage Loans and related property by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor. However,
in the event that, notwithstanding the intent of the parties, the Mortgage Loans
or any related property is held to be the property of the Depositor, or if for
any other reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans or any related property, then this Agreement shall be
deemed to be a security agreement; and the conveyance provided for in Section
2.1 shall be deemed to be a grant by the Depositor to the Trustee, for the
benefit of the Certificateholders, of a security interest in all of the
Depositor's right, title, and interest, whether now owned or hereafter acquired,
in and to:

            (i) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the property described in clauses
      (1)-(4) below: (1) the Mortgage Loans (including the related Mortgage
      Notes, Mortgages, security agreements, and title, hazard and other
      insurance policies) identified on the Mortgage Loan Schedule, including
      all Qualifying Substitute Mortgage Loans, all distributions with respect
      thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2)
      the Distribution Account, the Interest Reserve Accounts, the Reserve
      Account, all REO Accounts, and the Certificate Accounts, including all
      property therein and all income from the investment of funds therein
      (including any accrued discount realized on liquidation of any investment
      purchased at a discount); (3) the REMIC I Regular Interests and the REMIC
      II Regular Interests; and (4) the Mortgage Loan Purchase Agreements;

            (ii) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (A) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (iii) All cash and non-cash proceeds of the collateral described in
      clauses (i) and (ii) above.

            The possession by the Trustee of the Mortgage Notes, the Mortgages
and such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

            The Depositor and, at the Depositor's direction, the applicable
Master Servicers and the Trustee, shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. The applicable Master Servicers
shall file, at the expense of the Trust as an Additional Trust Expense all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in such property, including without
limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of a Master Servicer or the Depositor
in such property. In connection herewith, the Trustee shall have all of the
rights and remedies of a secured party and creditor under the Uniform Commercial
Code as in force in the relevant jurisdiction.

            Section 13.13 Recordation of Agreement

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere.
Such recordation, if any, shall be effected by the applicable Master Servicer at
the expense of the Trust as an Additional Trust Expense, but only upon direction
of the Depositor accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders of the Trust.

            Section 13.14 Rating Agency Monitoring Fees

            The parties hereto acknowledge that on the Closing Date the Sellers
will pay the ongoing monitoring fees of the Rating Agencies relating to the
rating of the Certificates and that no monitoring fees are payable subsequent to
the Closing Date in respect of the rating of the Certificates. The Master
Servicers shall not be required to pay any such fees or any fees charged for any
Rating Agency Confirmation (except any confirmation required under Section 8.22,
Section 8.23 or in connection with a termination and replacement of a Master
Servicer following an Event of Default of such Master Servicer).



<PAGE>


            IN WITNESS WHEREOF, the Depositor, the General Master Servicer, the
General Special Servicer, the NCB Master Servicer, the Co-op Special Servicer,
the Trustee, the Paying Agent, the Certificate Registrar and the Fiscal Agent
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.


                                       MORGAN STANLEY CAPITAL I INC.,
                                          as Depositor



                                       By:  /s/ Warren H. Friend
                                          --------------------------------------
                                          Name:  Warren H. Friend
                                          Title: Vice President


                                       WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION,
                                          as General Master Servicer



                                       By:  /s/ Stewart McAdams
                                          --------------------------------------
                                          Name:  Stewart McAdams
                                          Title: Vice President


                                       MIDLAND LOAN SERVICES, INC.,
                                          as General Special Servicer



                                       By:  /s/ Lawrence Ashley
                                          --------------------------------------
                                          Name:  Lawrence Ashley
                                          Title: Senior Vice President


                                       NCB, FSB,
                                          as NCB Master Servicer



                                       By:  /s/ Kathleen Luzik
                                          --------------------------------------
                                          Name:  Kathleen Luzik
                                          Title: Chief Operating Officer


                                       NATIONAL CONSUMER COOPERATIVE BANK, as
                                          Co-op Special Servicer



                                       By:  /s/ Steven Brookner
                                          --------------------------------------
                                          Name:  Steven Brookner
                                          Title: Managing Director


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



                                       By:  /s/ Barbara L. Marik
                                          --------------------------------------
                                          Name:  Barbara L. Marik
                                          Title: First Vice President


                                       ABN AMRO BANK N.V.,
                                          as Fiscal Agent



                                       By:  /s/ Cynthia Reis
                                          --------------------------------------
                                          Name:  Cynthia Reis
                                          Title: Senior Vice President



                                       By:  /s/ Barbara L. Marik
                                          --------------------------------------
                                          Name:  Barbara Marik
                                          Title: First Vice President



                                       PRINCIPAL GLOBAL INVESTORS, LLC, in its
                                          capacity as Primary Servicer solely
                                          with respect to Sections 5.1(g), 8.3,
                                          8.4, 8.7, 8.10, 8.18, 8.25(d) and 8.26
                                          of this Agreement


                                       By:  /s/ Leanne S. Valentine
                                          --------------------------------------
                                          Name:  Leanne S. Valentine
                                          Title: Counsel


                                       By:  /s/ Karen A. Pearston
                                          --------------------------------------
                                          Name:  Karen A. Pearston
                                          Title: Counsel


<PAGE>



STATE OF New York       )
                        :  ss.:
COUNTY OF New York      )



            On the 27th day of May in the year 2004, before me, the undersigned,
personally appeared Warren H. Friend, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City and State of New York (insert the city or other
political subdivision and the state or county or other place the acknowledgment
was taken).


                                         /s/ Adrienne E. Pagac
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF California     )
                        :  ss.:
COUNTY OF San Francisco )



            On the 25th day of May in the year 2004, before me, the undersigned,
personally appeared Stewart McAdams, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the city of San Francisco (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).


                                         /s/ Juanita Louise Borstead
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF KANSAS         )
                        :  ss.:
COUNTY OF JOHNSON       )



            On the 18th day of May in the year 2004, before me, the undersigned,
personally appeared Lawrence D. Ashley, personally known to me or proved to me
on the basis of satisfactory evidence to be the individuals whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their capacities, and that by their signatures on the instrument,
the individuals, or the person upon behalf of which the individuals acted,
executed the instrument, and that such individuals made such appearance before
the undersigned in the city of Overland Park, Kansas (insert the city or other
political subdivision and the state or county or other place the acknowledgment
was taken).


                                         /s/ Laurie J. Coburn
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF                )
                        :  ss.:
COUNTY OF               )



            On the 19th day of May in the year 2004, before me, the undersigned,
personally appeared Kathleen Luzik, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the District of Columbia (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).


                                         /s/ Christiane Hirt
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF                )
                        :  ss.:
COUNTY OF               )



            On the 19th day of May in the year 2004, before me, the
undersigned, personally appeared Steven Brookner, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual made
such appearance before the undersigned in the District of Columbia
(insert the city or other political subdivision and the state or county or other
place the acknowledgment was taken).


                                         /s/ Christiane Hirt
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF Illinois       )
                        :  ss.:
COUNTY OF Cook          )



            On the 27th day of May in the year 2004, before me, the undersigned,
personally appeared Barbara L. Marik, personally known to me or proved to me on
the basis of satisfactory evidence to be the individuals whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their capacities, and that by their signatures on the instrument,
the individuals, or the person upon behalf of which the individuals acted,
executed the instrument, and that such individuals made such appearance before
the undersigned in the County of Cook (insert the city or other political
subdivision and the state or county or other place the acknowledgment was
taken).


                                         /s/ Ethel Franklin
                                       -----------------------------------------
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>



STATE OF Illinois       )
                        :  ss.:
COUNTY OF Cook          )



            On the 27th day of May in the year 2004, before me, the undersigned,
personally appeared Barbara L. Marik, First Vice President and Cynthia Reis,
Senior Vice President, personally known to me or proved to me on the basis of
satisfactory evidence to be the individuals whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
capacity, and that by their signature on the instrument, the individuals, or the
persons upon behalf of which the individuals acted, executed the instrument, and
that such individuals made such appearance before the undersigned in the County
of Cook (insert the city or other political subdivision and the state or county
or other place the acknowledgment was taken).



                                       _________________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>

                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL
MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 4.03%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS A-1 CERTIFICATES AS OF THE          ASSOCIATION
CLOSING DATE: $86,000,000

CERTIFICATE BALANCE OF THIS CLASS A-1     TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE
OF EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. A-1-[__]                              CUSIP NO. 61745M YX 5

                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL
MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.02%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS A-2 CERTIFICATES AS OF THE          ASSOCIATION
CLOSING DATE: $70,000,000

CERTIFICATE BALANCE OF THIS CLASS A-2     TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. A-2-[__]                              CUSIP NO. 61745M YY 3

                              CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, The General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL
MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.35%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS A-3 CERTIFICATES AS OF THE          ASSOCIATION
CLOSING DATE: $53,000,000

CERTIFICATE BALANCE OF THIS CLASS A-3     TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. A-3-[__]                              CUSIP NO. 61745M YZ 0

                              CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-3 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-3 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, The General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-4

                         [FORM OF CLASS A-4 CERTIFICATE]

THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL
MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE
CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.57%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS A-4 CERTIFICATES AS OF THE          ASSOCIATION
CLOSING DATE: $550,458,000

CERTIFICATE BALANCE OF THIS CLASS A-4     TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. A-4-[1] [2]                           CUSIP No.: 61745M ZA 4

                              CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-4 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, The General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER
SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.57%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS B CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $29,127,000

CERTIFICATE BALANCE OF THIS CLASS B       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No.B-[__]                                 CUSIP NO. 61745M ZB 2

                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class B Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class B Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-6

                          [FORM OF CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER
SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.57%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS C CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $22,654,000

CERTIFICATE BALANCE OF THIS CLASS C       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. C-[__]                                CUSIP NO. 61745M ZC 0

                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class C Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class C Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-7

                          [FORM OF CLASS D CERTIFICATE]

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER
SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 5.57%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS D CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $6,752,000

CERTIFICATE BALANCE OF THIS CLASS D       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. D-[__]                                CUSIP NO. 61745M ZD 8

                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class D Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class D Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-8

                          [FORM OF CLASS E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS E      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR SUCH DISTRIBUTION
DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS E CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $9,430,000

CERTIFICATE BALANCE OF THIS CLASS E       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. E-[__]                                CUSIP NO. [61745M ZE 6](2) [U6176P
                                          LK0](1)

                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class E Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class E Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                   EXHIBIT A-9

                          [FORM OF CLASS F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS F      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR SUCH DISTRIBUTION
DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS F CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $5,394,000

CERTIFICATE BALANCE OF THIS CLASS F       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. F-[__]                                CUSIP NO. [61745M ZF 3](2) [U6176P
                                          LL8](1)

                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class F Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class F Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-10

                          [FORM OF CLASS G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS G      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR SUCH DISTRIBUTION
DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS G CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $4,315,000

CERTIFICATE BALANCE OF THIS CLASS G       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. G-[__]                                CUSIP NO. [61745M ZG 1](2)
                                          [U6176P LM6](1)

                               CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class G Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class G Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-11

                          [FORM OF CLASS H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS H      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS H CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $5,394,000

CERTIFICATE BALANCE OF THIS CLASS H       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF

EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. H-[__]                                CUSIP NO. [61745M ZH 9](2)
                                          [U6176P LN4](1)

                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class H Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class H Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-12

                          [FORM OF CLASS J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS J      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS J CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $4,315,000

CERTIFICATE BALANCE OF THIS CLASS J       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. J-[__]                                CUSIP NO. [61745M ZJ 5](2)
                                          [U6176P LP9](1)

                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class J Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-13

                          [FORM OF CLASS K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS K      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS K CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $2,157,000

CERTIFICATE BALANCE OF THIS CLASS K       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. K-[__]                                CUSIP NO. [61745M ZK 2](2)
                                          [U6176P LQ7](1)

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class K Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-14

                          [FORM OF CLASS L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS L      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS L CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $2,158,000

CERTIFICATE BALANCE OF THIS CLASS L       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. L-[__]                                CUSIP NO. [61745M ZL 0](2)
                                          [U6176P LR5](1)

                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class L Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-15

                          [FORM OF CLASS M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS M      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS M CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $2,157,000

CERTIFICATE BALANCE OF THIS CLASS M       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. M-[__]                                CUSIP NO. [61745M ZM 8](2)
                                          [U6176P LS3](1)

                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class M Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Depositor, the Trustee, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-16

                          [FORM OF CLASS N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS N      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS N CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $2,158,000

CERTIFICATE BALANCE OF THIS CLASS N       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. N-[__]                                CUSIP NO. [61745M ZN 6](2)
                                          [U6176P LT1](1)

                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class N Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-17

                          [FORM OF CLASS O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS O CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

THE PASS-THROUGH RATE ON THE CLASS O      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
5.80% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE FOR ANY DISTRIBUTION DATE.

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NSB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

AGGREGATE CERTIFICATE BALANCE OF THE      PAYING AGENT: LASALLE BANK NATIONAL
CLASS O CERTIFICATES AS OF THE CLOSING    ASSOCIATION
DATE: $7,551,894

CERTIFICATE BALANCE OF THIS CLASS O       TRUSTEE: LASALLE BANK NATIONAL
CERTIFICATE AS OF THE CLOSING DATE:       ASSOCIATION
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. O-[__]                                CUSIP NO. [61745M ZP 1](2)
                                          [U6176P LU8](1)

                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class O Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class O Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-18

                         [FORM OF CLASS EI CERTIFICATE]

THIS CLASS EI CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

PERCENTAGE INTEREST OF THIS CLASS EI      GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATE: 100%                         BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004

                                          PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE: LASALLE BANK NATIONAL
                                          ASSOCIATION

No. EI-[__]                               FISCAL AGENT: ABN AMRO BANK N.V.

                              CLASS EI CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT [_____________________] is the registered owner
of the interest evidenced by this Certificate in the Class EI Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the
Co-op Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
EI Certificates specified on the face hereof. The Certificates are designated as
the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Class EI Certificate represents a beneficial ownership interest in a
portion of the Trust that is treated as grantor trust for federal income tax
purposes, and represents a beneficial ownership of Excess Interest in respect of
Mortgage Loans having a hyper-amortization feature. Any amount of Excess
Interest on deposit in the Excess Interest Sub-account for the related
Collection Period will be paid to the holders of the Class EI Certificates, to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS EI CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT A-19

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(a)(30) OF
THE CODE) (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-I
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

PERCENTAGE INTEREST OF THIS CLASS R-I     GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATE: 100%                         BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004    PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE: LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-I                                   FISCAL AGENT: ABN AMRO BANK N.V.

                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT [_____________________] is the registered owner
of the interest evidenced by this Certificate in the Class R-I Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the
Co-op Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including as
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT A-20

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(a)(30) OF
THE CODE) (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-II
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED TAX STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-II
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

PERCENTAGE INTEREST OF THIS CLASS R-II    GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATE: 100%                         BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004    PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE: LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-II                                  FISCAL AGENT: ABN AMRO BANK N.V.

                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT [_____________________] is the registered owner
of the interest evidenced by this Certificate in the Class R-II Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the
Co-op Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT A-21

                        [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES PERSON (AS DEFINED IN SECTION 7701(a)(30) OF
THE CODE) (A "UNITED STATES TAX PERSON").

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM THIS CLASS R-III CERTIFICATE IS
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER UNITED
STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

PERCENTAGE INTEREST OF THIS CLASS R-III   GENERAL MASTER SERVICER: WELLS FARGO
CERTIFICATE: 100%                         BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER: NCB, FSB
AGREEMENT: AS OF MAY 1, 2004

CUT-OFF DATE: MAY 1, 2004                 GENERAL SPECIAL SERVICER: MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE: MAY 27, 2004                CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE: JUNE 15, 2004    PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE: LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-III                                 FISCAL AGENT: ABN AMRO BANK N.V.

                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT [_____________________] is the registered owner
of the interest evidenced by this Certificate in the Class R-III Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Fiscal Agent, the Paying Agent, the Certificate Registrar, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the
Co-op Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT A-22

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

----------

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 0.21%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS           NCB MASTER SERVICER: NCB, FSB
CLASS X-1 CERTIFICATE: $[_________], AS
OF THE CLOSING DATE

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER: MIDLAND
AGREEMENT: AS OF MAY 1, 2004              LOAN SERVICES, INC.

CUT-OFF DATE: MAY 1, 2004                 CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CLOSING DATE: MAY 27, 2004

FIRST DISTRIBUTION DATE: JUNE 15, 2004    PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    TRUSTEE: LASALLE BANK NATIONAL
X-1 CERTIFICATES AS OF THE CLOSING        ASSOCIATION
DATE: $863,020,894

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. X-1-[1][2]                            CUSIP NO. [61745M ZQ 9](2)
                                          [U6176P LH7](1)

                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op Special Servicer, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 15th day of each month
or, if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>

                                  EXHIBIT A-23

                         [FORM OF CLASS X-Y CERTIFICATE]

THIS CLASS X-Y CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-Y CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-IQ7

INITIAL PASS-THROUGH RATE: 0.29%          GENERAL MASTER SERVICER: WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS     NCB MASTER SERVICER: NCB, FSB
X-Y CERTIFICATE: $[________]

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER: MIDLAND
AGREEMENT: AS OF MAY 1, 2004              LOAN SERVICES, INC.

CUT-OFF DATE: MAY 1, 2004                 CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CLOSING DATE: MAY 27, 2004

FIRST DISTRIBUTION DATE: MAY 15, 2004     PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    TRUSTEE: LASALLE BANK NATIONAL
X-Y CERTIFICATES AS OF THE CLOSING        ASSOCIATION
DATE: $73,082,891

CERTIFICATE BALANCE OF THIS CLASS X-Y     FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE:
$[_________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                                          No. X-Y-[__]

                              CLASS X-Y CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT [_____________________] is the registered owner
of the interest evidenced by this Certificate in the Class X-Y Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Paying Agent, the Certificate Registrar, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer and the Co-op Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-Y Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 15th day of each month
or, if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-Y Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

Dated: May 27, 2004

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-Y CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                              AUTHENTICATING AGENT


                                        By:_____________________________________
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and              Act..................
          not as tenants in common                        (State)

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

______________________________________      PLEASE INSERT SOCIAL SECURITY OR
______________________________________      OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:_____________________________     ________________________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.


_______________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock
Exchange or another national securities
exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>



                                   EXHIBIT B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                          May 27, 2004

Morgan Stanley Capital I Inc.
1585 Broadway
New York, NY 10036

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, NY 10036

State Farm Life Insurance Company
One State Farm Plaza, E-7
Bloomington, Illinois 61710

NCB, FSB 1725 Eye Street, N.W.
Suite 600
Washington, D.C. 20006

Nationwide Life Insurance Company
One Nationwide Plaza, 34th Floor
Columbus, Ohio 43215

Washington Mutual Bank, FA
6011 Connection Drive, Suite 600
Irving, Texas 75039

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa 50392

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105

Midland Loan Services, Inc.
10851 Mastin, Suite 700
Overland Park, Kansas 66210

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any such
documents contained in each Mortgage File are appropriate for their represented
purposes, or are other than what they purport to be on their face.

            The Trustee acknowledges receipt of notice that the Depositor has
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, the REMIC II Regular Interests
and the Class EI Grantor Trust.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement including but not limited to Section 2.2.


                                        LASALLE BANK NATIONAL ASSOCIATION, as
                                           Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                          May 27, 2004

Morgan Stanley Capital I Inc.
1585 Broadway
New York, NY 10036

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, NY 10036

State Farm Life Insurance Company
One State Farm Plaza, E-7
Bloomington, Illinois 61710

NCB, FSB 1725 Eye Street, N.W.
Suite 600
Washington, D.C. 20006

Nationwide Life Insurance Company
One Nationwide Plaza, 34th Floor
Columbus, Ohio 43215

Washington Mutual Bank, FA
6011 Connection Drive, Suite 600
Irving Texas 75039

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa 50392

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105

Midland Loan Services, Inc.
10851 Mastin, Suite 700
Overland Park, Kansas 66210

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Suite 600
Washington, D.C. 20006

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (vi), (viii) and (xii) of the definition of "Mortgage File" required to be
in the Mortgage File, and any documents required to be included in the Mortgage
File pursuant to all other clauses of the definition of "Mortgage File" (to the
extent required to be delivered pursuant to the Pooling and Servicing Agreement
and any applicable Primary Servicing Agreement), to the extent actually known by
a Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement (assuming that, with respect to the documents referred to in
clause (xii) of the definition of Mortgage File, an original letter of credit in
the possession of the Trustee is not so required, unless a Responsible Officer
of the Trustee has actual knowledge to the contrary), are in its possession, (b)
such documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, (c) based on its examination and only as to the
Mortgage Note and the Mortgage or the appraisal of the related Mortgaged
Property, the street address of the Mortgaged Property set forth in the Mortgage
Loan Schedule accurately reflects the information contained in the documents in
the Mortgage File, and (d) each Mortgage Note has been endorsed as required by
the terms of the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any of
the documents contained in each Mortgage File are appropriate for their
represented purposes, or are other than what they purport to be on their face or
are in recordable form.

            The Trustee acknowledges receipt of notice that the Depositor has
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, the REMIC II Regular Interests,
and the Class EI Grantor Trust.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.

                                        LASALLE BANK NATIONAL ASSOCIATION, as
                                           Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2004-IQ7

            In connection with the administration of the Mortgage File held by
or on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of May 1, 2004 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as
general master servicer (the "General Master Servicer"), NCB, FSB, as NCB master
servicer (the "NCB Master Servicer" and, together with the General Master
Servicer, as applicable, the "Master Servicer"), Midland Loan Services, Inc., as
general special servicer (the "General Special Servicer"), National Consumer
Cooperative Bank, as co-op special servicer (the "Co-op Special Servicer" and,
together with the General Special Servicer, as applicable, the "Special
Servicer"), ABN AMRO, as fiscal agent and you as trustee, paying agent and
certificate registrar (in such capacity, the "Trustee"), the undersigned as a
[Master][Special] Servicer hereby requests a release of the Mortgage File (or
the portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

Property Name:
Address:
Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1. Mortgage Loan paid in full.

            (Such [Master] [Special] Servicer hereby certifies that all amounts
received in connection with ______________ the Mortgage Loan have been or will
be, following such [Master] [Special] Servicer's release ______________ of the
Trustee Mortgage File, credited to the Certificate Account or the Distribution
Account ______________ pursuant to the Pooling and Servicing Agreement.)

______      2. Mortgage Loan repurchased.

            (Such [Master] [Special] Servicer hereby certifies that the Purchase
            Price has been credited to the Distribution Account pursuant to the
            Pooling and Servicing Agreement.)

______      3. Mortgage Loan purchased by related B Note holder.

______      4. Mortgage Loan Defeased.

______      5. Mortgage Loan substituted.

            (Such [Master] [Special] Servicer hereby certifies that a Qualifying
            Substitute Mortgage Loan has been assigned and delivered to you
            along with the related Trustee Mortgage File pursuant to the Pooling
            and Servicing Agreement.)

______      6. The Mortgage Loan is being foreclosed.

______      7. Other. (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                        [Name of applicable [Master] [Special]
                                           Servicer]


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS TO DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7, 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 May 27, 2004 (the "Closing Date") of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates"). The
Transferred Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of May 1, 2004 (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as general master servicer, NCB, FSB, as NCB master
servicer, Midland Loan Services, Inc., as general special servicer, National
Consumer Cooperative Bank, as co-op special servicer, ABN AMRO Bank N.V., as
fiscal agent and you as trustee, paying agent and certificate registrar. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation by means of
      general advertising or in any other manner, or (e) taken any other action,
      which (in the case of any of the acts described in clauses (a) through (e)
      hereof) would constitute a distribution of any Transferred Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Transferred Certificate a violation of
      Section 5 of the Securities Act or any state securities laws, or would
      require registration or qualification of any Transferred Certificate
      pursuant to the Securities Act or any state securities laws.

                                           Very truly yours,


                                           _____________________________________
                                           (Transferor)


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

            Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2004-IQ7 (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 May 27, 2004 (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 May 1, 2004
(the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as general
master servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc.,
as general special servicer, National Consumer Cooperative Bank, as co-op
special servicer, ABN AMRO Bank N.V., as fiscal agent and you, as trustee,
paying agent and certificate registrar. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement, (e) any credit enhancement
      mechanism associated with the Transferred Certificates and (f) all related
      matters that it has requested.

                                           Very truly yours,


                                           _____________________________________
                                           (Transferee)


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                             ANNEX 1 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and LaSalle Bank National Association, as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                  ___________________________________________

                  ___________________________________________

                  ___________________________________________

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___  ___    Will the Transferee be purchasing the Transferred Certificate
      Yes  No     only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                           _____________________________________
                                           Print Name of Transferee


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________
                                           Date:________________________________

<PAGE>

                             ANNEX 2 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and LaSalle Bank National Association, as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A") because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___  ___    Will the Transferee be purchasing the Transferred Certificate
      Yes  No     only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       _______________________________________
                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:

                                       _______________________________________
                                       Print Name of Transferee


                                       Date:__________________________________

<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2004-IQ7 (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 May 27, 2004 (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 May 1, 2004
(the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as general
master servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc.,
as general special servicer, National Consumer Cooperative Bank, as co-op
special servicer, ABN AMRO Bank N.V., as fiscal agent and you, as trustee,
paying agent and certificate registrar. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificates belong has not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Class of Certificates to which the Transferred Certificates belong, and
      (c) no Transferred Certificate may be resold or transferred unless it is
      (i) registered pursuant to the Securities Act and registered or qualified
      pursuant any applicable state securities laws or (ii) sold or transferred
      in transactions which are exempt from such registration and qualification
      and the Certificate Registrar has received either: (A) a certificate from
      the Certificateholder desiring to effect such transfer substantially in
      the form attached as Exhibit D-1 to the Pooling and Servicing Agreement
      and a certificate from such Certificateholder's prospective transferee
      substantially in the form attached either as Exhibit D-2A or as Exhibit
      D-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel
      satisfactory to the Certificate Registrar with respect to the availability
      of such exemption from registration under the Securities Act, together
      with copies of the written certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate except in compliance with the
      provisions of Section 3.3 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed.

            4. Transferee understands that each Transferred Certificate will
      bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Certificate or any other similar security with any person
      in any manner, (d) made any general solicitation by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security, which (in the case of any of
      the acts described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any Person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

<PAGE>

            7. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificate; the Transferee has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision; and the Transferee is able to bear
      the economic risks of such investment and can afford a complete loss of
      such investment.

                                        Very truly yours,


                                        ________________________________________
                                        (Transferee)


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7, 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 May 27, 2004 (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of May 1, 2004 (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as general master servicer, NCB, FSB, as NCB master
servicer, Midland Loan Services, Inc., as general special servicer, National
Consumer Cooperative Bank, as co-op special servicer, LaSalle Bank National
Association, as trustee, 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 availability of such exemption,
      together with copies of the certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate, any interest in any Certificate
      or any similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an institutional "accredited investor" as
      defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Certificates; the Transferee has sought such accounting, legal and tax
      advice as it has considered necessary to make an informed investment
      decision; and the Transferee is able to bear the economic risks of such an
      investment and can afford a complete loss of such investment.


                                       Very truly yours,


                                       ________________________________________
                                       (Transferee)


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7, 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 May 27, 2004 (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of May 1, 2004 (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as general master servicer, NCB, FSB, as NCB master
servicer, Midland Loan Services, Inc., as general special servicer, National
Consumer Cooperative Bank, as co-op special servicer, LaSalle Bank National
Association, as trustee, paying agent and certificate registrar and ABN AMRO
Bank N.V., as fiscal agent. All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, and for the benefit
of the Depositor, the Certificate Registrar and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate or any interest therein may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificate belongs have not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Certificates and (c) no interest in the Certificates may be sold or
      transferred unless it is (i) registered pursuant to the Securities Act and
      registered or qualified pursuant to any applicable state securities laws
      or (ii) sold or transferred in transactions which are exempt from such
      registration and qualification and the Certificate Owner desiring to
      effect such transfer has received either (A) a certification from such
      Certificate Owner's prospective transferee (substantially in the form
      attached to the Pooling and Servicing Agreement) setting forth the facts
      surrounding the transfer or (B) an opinion of counsel with respect to the
      availability of such exemption, together with copies of the
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.


                                       Very truly yours,


                                       ________________________________________
                                       (Transferee)


                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                             ANNEX 1 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and LaSalle Bank National Association, as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                  ___________________________________________

                  ___________________________________________

                  ___________________________________________

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___  ___    Will the Transferee be purchasing the Transferred Certificate
      Yes  No     only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                           _____________________________________
                                           Print Name of Transferee


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___  ___    Will the Transferee be purchasing the Transferred Certificate
      Yes  No     only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       _______________________________________
                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:

                                       _______________________________________
                                       Print Name of Transferee


                                       Date:__________________________________

<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                )
                        ss:
COUNTY OF               )

            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7, Class [R-I]
[R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization," a possession of the United States or a
person with respect to whom income from the Residual Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
Person. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor or, if such transfer is through an agent (which
Person includes a broker, nominee or middleman) for a non-Permitted Transferee,
on the agent; (iii) that the Person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such Person an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

            7. The Transferee's taxpayer identification number is _____________.

            8. The Transferee has reviewed the provisions of Section 3.3(e) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificates (in particular, clause (F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            11. The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

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

            13. The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other United States Tax Person.

            14. Check the applicable paragraph:

            [_] The present value of the anticipated tax liabilities associated
with holding the Residual Certificate, as applicable, does not exceed the sum
of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Residual Certificate;

            (ii)  the present value of the expected future distributions on such
                  Residual Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Residual Certificate as the related REMIC
                  generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            [_] That the transfer of the Residual Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Residual Certificate will only be taxed
                  in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Residual Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Residual Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            [_] None of the above.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this day
of ___________, ____.


                                        [NAME OF TRANSFEREE]


                                        By:_____________________________________
                                           [Name of Officer]
                                           [Title of Officer]

<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                          _______________, 20__

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2004-IQ7, Class (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as general master
servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc., as
general special servicer, National Consumer Cooperative Bank, as co-op special
servicer, ABN AMRO Bank N.V., as fiscal agent and you, as trustee, paying agent
and certificate registrar. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

            4. The Transferor does not know and has no reason to know that (i)
any of the statements made by the Transferee under the Transfer Affidavit are
false or (ii) the Transferee will not honor the restrictions on subsequent
transfers by the Transferee under the Transfer Affidavit and Agreement,
delivered in connection with this transfer.


                                       Very truly yours,


                                       _________________________________________
                                       (Transferor)


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________

<PAGE>

                                    EXHIBIT F

    FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF REGULATION S CERTIFICATES

                          Morgan Stanley Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                 Series 2004-IQ7, Class __ (the "Certificates")

TO:   Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center
      or
      Clearstream Banking, societe anonyme

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for
our account are beneficially owned by (a) non-U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

            This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

<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: __________, 20[__]

                                        By:_____________________________________
                                           As, or as agent for, the beneficial
                                           owner(s) of the Certificates to which
                                           this certificate relates.

<PAGE>

                                    EXHIBIT G

                                    Reserved

<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                                          __________ __, 200_

TO:   The Depository Trust Company

      CLEARSTREAM BANK, S. A. or
      Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center

      Wells Fargo Bank, National Association, as General Master Servicer

      NCB, FSB, as NCB Master Servicer

      Midland Loan Services, Inc., as General Special Servicer

      National Consumer Cooperative Bank, as Co-op Special Servicer

      LaSalle Bank National Association, as Trustee, Paying Agent and
      Certificate Registrar

      ABN AMRO Bank N.V., as Fiscal Agent

            This is to notify you as to the transfer of the beneficial interest
in $_______________ of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, Class __(the "Certificates").

            The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit
account #__________, with respect to $__________ principal denomination of the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and (ii) [DTC] [Euroclear] [CLEARSTREAM] credit the beneficial interest of the
below-named purchaser, account #__________, in the Class __ [Rule 144A-IAI
Global Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

            Name:
            Address:
            Taxpayer ID No.:

            The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
Certificate(1) for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess
thereof for each such account.

                                        Very truly yours,

                                        [NAME OF HOLDER OF CERTIFICATE]


                                        By:_____________________________________
                                           [Name], [Chief Financial
                                           or other Executive Officer]

----------

(1) [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE
FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY
TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]

<PAGE>

                                    EXHIBIT I

                  FORM OF EUROCLEAR OR CLEARSTREAM CERTIFICATE

                          Morgan Stanley Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                Series 2004-IQ7, Class ____ (the "Certificates")

TO:   LaSalle Bank National Association, as Certificate Registrar
      Attn: Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

            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 May 1, 2004 (the "Pooling and Servicing
Agreement") among you, Morgan Stanley Capital I Inc., Wells Fargo Bank, National
Association, NCB, FSB, Midland Loan Services, Inc., National Consumer
Cooperative Bank, LaSalle Bank National Association, and ABN AMRO Bank N.V.,
U.S. $__________ principal amount of the above-captioned Certificates held by us
or on our behalf are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions that did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:

                                        [MORGAN GUARANTY TRUST COMPANY OF NEW
                                        YORK, Brussels office, as operator of
                                        the Euroclear System]

                                        or

                                        [CLEARSTREAM BANK, S.A.]


                                        By:_____________________________________

<PAGE>

                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

MSCI 2004-IQ7
--------------------------------------------------------------------------------
Excess Servicing Fees

-----------
            Single Note/ Multiple Properties
-----------

===========
            Cross-defaulted/Cross Collateralized
===========

<TABLE>
<CAPTION>
                                                                               Master        Primary
                                                                              Servicer      Servicer
                                                                               Excess        Excess
Mortgage                                                       Cut-Off Date   Servicing   Servicing Fee
Loan Seller   Property Name                                      Balance      Fee Rate        Rate
-----------   ----------------------------------------------   ------------   ---------   -------------
<S>           <C>                                              <C>            <C>         <C>
MSMC          Beverly Center                                    $61,000,000         0.0             0.0
MSMC          111 Eighth Avenue                                 $60,000,000         0.0             0.0
MSMC          Rockvale Square                                   $52,925,843         1.0             0.0
MSMC          Alamo Quarry Market & Quarry Crossing             $39,835,545         0.0             0.0
Nationwide    San Marino Apartments                             $26,820,819         1.0             1.5
WaMu          315 Hudson St                                     $21,947,231         1.0             5.0
MSMC          Long Beach Plaza                                  $21,812,622         1.0             0.0
MSMC          Saugus Station Industrial Center                  $20,007,129         1.0             0.0
State Farm    Linden Place Office Building                      $18,000,737         1.0             0.0
NCCB          Sadore Lane Gardens, Inc                          $15,981,556         5.0             0.0
NCB,FSB       Dayton Towers Corporation                         $15,961,234         5.0             0.0
MSMC          One Beacon Center                                 $15,895,431         1.0             0.0
TIAA          University Centre West III                        $14,175,329         1.0             1.0
TIAA          Brandywine Commons II                             $13,800,000         1.0             1.0
WaMu          94 E 4th Street                                   $13,612,435         1.0             5.0
State Farm    Heidelberg USA Corporate Headquarters             $12,501,030         1.0             0.0
MSMC          Waldbaums Whitestone                              $12,324,361         1.0             0.0
WaMu          237-247 East 86th Street                          $12,105,379         1.0             5.0
MSMC          Boise Towne Plaza                                 $11,931,893         1.0             0.0
TIAA          Shoppes at Easton                                 $11,100,000         1.0             1.0
NCB,FSB       Mamaroneck Gardens, Inc.                          $10,000,000         5.0             0.0
Nationwide    Coligny Plaza                                     $10,000,000         1.0             1.5
State Farm    The Market Place at South River Colony             $9,907,551         1.0             0.0
TIAA          Turfway Crossing                                   $9,750,000         1.0             1.0
-------------------------------------------------------------------------------------------------------
MSMC          CA Industrial Portfolio - Safetran Building        $5,000,000         1.0             0.0
MSMC          CA Industrial Portfolio - Knox Corp Center         $3,500,000         1.0             0.0
-------------------------------------------------------------------------------------------------------
State Farm    Park Tower III                                     $8,311,687         1.0             0.0
NCB,FSB       Churchland Shopping Center                         $7,991,568         5.0             0.0
PCF           North by Northeast Shopping Center                 $7,956,050         1.0             0.0
MSMC          Huffman Koos - Livingston                          $7,900,000         1.0             0.0
MSMC          Gateway Village Phase I                            $7,774,646         1.0             0.0
MSMC          Lakeside Center                                    $7,541,814         1.0             0.0
State Farm    Buehler Retail Center                              $7,452,952         1.0             0.0
PCF           Park Summit Office Building                        $7,392,675         1.0             0.0
State Farm    Hino Motors                                        $7,356,702         1.0             0.0
NCB,FSB       Fisherman's Wharf at Babylon Owners Corp.          $6,989,402         5.0             0.0
State Farm    Costco Wholesale Club (Ground Lease)               $6,850,000         1.0             0.0
Nationwide    Colerain Shopping Center                           $6,700,000         1.0             1.5
Nationwide    Park Place Cerritos                                $6,370,181         1.0             1.5
Nationwide    Mound Marketplace                                  $6,282,768         1.0             1.5
MSMC          Foothills Medical Building                         $6,257,886         1.0             0.0
NCB,FSB       Bon Aire Properties, Inc.                          $6,254,349         5.0             0.0
PCF           River Road II Shopping Center II                   $6,140,637         1.0             0.0
PCF           Mesa Tech Center                                   $6,000,000         1.0             0.0
NCB,FSB       Fountainhead Owners Corp.                          $5,992,943         5.0             0.0
PCF           Interlochen Village Shopping Center                $5,990,455         1.0             0.0
=======================================================================================================
State Farm    Ashburn Town Center                                $3,603,930         1.0             0.0
State Farm    Ashburn Town Center                                $2,340,972         1.0             0.0
=======================================================================================================
PCF           151 Merrimac Street                                $5,840,998         1.0             0.0
TIAA          Oakland Commons Shopping Center                    $5,563,415         1.0             1.0
NCB,FSB       10 Park Ave. Tenants' Corp.                        $5,513,973         5.0             0.0
PCF           Fuller Apartments                                  $5,493,691         1.0             0.0
Nationwide    North Pointe Centre                                $5,421,909         1.0             1.5
WaMu          316 E 63rd St.                                     $5,212,143         1.0             5.0
PCF           Northtowne Shopping Center                         $5,192,611         1.0             0.0
PCF           Mokena Corners                                     $5,100,000         1.0             0.0
WaMu          Driftwood Plaza                                    $5,037,713         1.0             5.0
NCB,FSB       150 East Tenants Corp.                             $5,000,000         5.0             0.0
State Farm    701 Pencader Drive                                 $4,934,977         1.0             0.0
PCF           2345 West 103rd Street                             $4,750,000         1.0             0.0
WaMu          138 Spring Street                                  $4,594,946         1.0             5.0
State Farm    Tymberwood Shopping Center                         $4,378,427         1.0             0.0
NCB,FSB       320 Riverside Apartments Corp.                     $4,337,181         5.0             0.0
WaMu          Stirling Manor Apts                                $4,291,092         1.0             5.0
WaMu          Mountain View Medical                              $4,183,488         1.0             5.0
NCB,FSB       29-45 Tenants' Corporation                         $3,995,671         5.0             0.0
Nationwide    Lansdale Avenue                                    $3,900,000         1.0             1.5
NCB,FSB       Pro's De Soto Place LLC                            $3,821,192         5.0             0.0
Nationwide    Brookshire Plaza                                   $3,702,258         1.0             1.5
State Farm    Walther Plaza Shopping Center                      $3,659,682         1.0             0.0
PCF           5235-5247 Arrow Highway & 8950 Central Avenue      $3,496,401         1.0             0.0
NCB,FSB       215 West 91st Street Corp.                         $3,494,527         5.0             0.0
NCB,FSB       Colonial Gardens Owners Corp.                      $3,488,307         5.0             0.0
State Farm    Walgreens Cheltenham                               $3,449,015         1.0             0.0
NCB,FSB       280 Owners Corp.                                   $3,200,000         5.0             0.0
State Farm    Walgreens Chesterfield                             $3,153,119         1.0             0.0
NCB,FSB       C. True Building Corp.                             $2,996,543         5.0             0.0
NCB,FSB       419 Apartment Corp.                                $2,992,640         5.0             0.0
MSMC          Eckerds-Gilbert, AZ                                $2,898,292         1.0             0.0
WaMu          Walgreen's - Scottsbluff                           $2,850,000         1.0             5.0
NCB,FSB       64-11 Owners Corp.                                 $2,618,348         5.0             0.0
NCB,FSB       City Hall Tower Corp.                              $2,600,000         5.0             0.0
NCB,FSB       2261 Palmer Avenue Corp.                           $2,594,248         5.0             0.0
NCB,FSB       Tudor Oaks Owners Corp.                            $2,572,043         5.0             0.0
PCF           3920 Capitol Avenue                                $2,497,335         1.0             0.0
NCB,FSB       Dimond Lore Corporation                            $2,386,203         5.0             0.0
State Farm    Alexander Court III                                $2,321,763         1.0             0.0
NCB,FSB       Hudson Gate II Apartment Corp.                     $2,197,708         5.0             0.0
Nationwide    Long Beach Sav-On                                  $2,095,792         1.0             1.5
NCB,FSB       321 East 45th St. Owners, Inc.                     $2,095,206         5.0             0.0
NCB,FSB       370/CPW Owners Corp.                               $2,000,000         5.0             0.0
NCB,FSB       Whitney Manor Cooperative, Inc.                    $1,995,848         5.0             0.0
WaMu          Wing Ming Properties                               $1,925,723         1.0             5.0
MSMC          433 Plaza Drive                                    $1,831,393         1.0             0.0
NCB,FSB       Crestview Owners, Inc.                             $1,745,692         5.0             0.0
NCB,FSB       Brooklyn Tenant Owners Corp.                       $1,744,027         5.0             0.0
NCB,FSB       The Pavilion Owners Corp.                          $1,698,126         5.0             0.0
NCB,FSB       Sunnyside Manor, Ltd.                              $1,596,647         5.0             0.0
NCB,FSB       5235 Post Road Corporation                         $1,595,092         5.0             0.0
NCB,FSB       1120 Park Corporation                              $1,500,000         5.0             0.0
NCB,FSB       130 East 75th Street Owners Corp.                  $1,500,000         5.0             0.0
NCB,FSB       102-40 67th Drive Owners Corp.                     $1,498,255         5.0             0.0
NCB,FSB       2530 Independence Avenue Tenants Corp.             $1,348,166         5.0             0.0
NCB,FSB       Parklane Townhouses Cooperative, Inc.              $1,299,313         5.0             0.0
NCB,FSB       East 87th St. Owners Corp.                         $1,298,555         5.0             0.0
NCB,FSB       580 West End Avenue Corp.                            $999,361         5.0             0.0
NCB,FSB       Hanover Court Mutual Housing Cooperative, Inc.       $999,356         5.0             0.0
NCB,FSB       111-117 West 96th Street Owners, Inc.                $949,082         5.0             0.0
NCB,FSB       306-100th Street Owners Corp.                        $945,822         5.0             0.0
NCB,FSB       47-49 King Street Housing Corporation                $897,535         5.0             0.0
NCB,FSB       Belvedere Houses Incorporated                        $799,208         5.0             0.0
NCB,FSB       160 W. 77th St. Owners Corp.                         $794,554         5.0             0.0
NCB,FSB       61 Eastern Parkway Housing Corp.                     $766,612         5.0             0.0
NCB,FSB       255 West 98th Street Owners Corp.                    $747,554         5.0             0.0
NCB,FSB       132 East 19th Street, Inc.                           $699,623         5.0             0.0
NCB,FSB       93rd Street Owners Corp.                             $598,869         5.0             0.0
State Farm    K-Mart Carrollton                                    $587,905         1.0             0.0
NCB,FSB       135 West 17th Street Tenant Corporation              $499,468         5.0             0.0
NCB,FSB       383 West Broadway Corp.                              $498,230         5.0             0.0
NCB,FSB       16 West 74 St. Owners Corp.                          $449,140         5.0             0.0
NCB,FSB       Hillpark Columns Housing Corp.                       $338,689         5.0             0.0
NCB,FSB       231 Park Place Owners Corp.                          $299,179         5.0             0.0
NCB,FSB       202 West 78th St. Tenants Corp.                      $297,382         5.0             0.0
NCB,FSB       922 8th Ave. Owners Corp.                            $202,998         5.0             0.0
NCB,FSB       238 Clinton St. Tenants Corp.                        $187,589         5.0             0.0
NCB,FSB       417/78 Owners Corp.                                  $174,651         5.0             0.0
NCB,FSB       315 Third Street Housing Corporation                 $169,751         5.0             0.0
NCB,FSB       106 Willow Street Tenants Corporation                $147,484         5.0             0.0
NCB,FSB       146 Amity St. Tenants Corp.                          $123,414         5.0             0.0

                                                               $863,020,894
</TABLE>




<PAGE>

                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I
                                     (MSMC)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between Morgan Stanley Mortgage Capital Inc. (the "Seller"), and Morgan
Stanley Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans will have an aggregate principal balance as of the
close of business on the Cut-Off Date, after giving effect to any payments due
on or before such date, whether or not received, of $338,436,855. The sale of
the Mortgage Loans shall take place on May 27, 2004 or such other date as shall
be mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser for the Mortgage Loans shall equal the amount
set forth as such purchase price on Exhibit 3 hereto. The purchase price shall
be paid to the Seller by wire transfer in immediately available funds on the
Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated May 1, 2004, will be executed by the Seller and the Master
Servicer, in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

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

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents; and

            (r) With respect to any Non-Trust Serviced Pari Passu Loan, a copy
of the related Other Pooling and Servicing Agreement.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Serviced Companion Loans and that are not required to be a part of the Mortgage
File and are reasonably necessary for the ongoing administration and/or
servicing of the applicable Mortgage Loan or Serviced Companion Loan (the
"Servicing File") shall be delivered by the Seller to or at the direction of the
Master Servicer, on behalf of the Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      corporation in good standing under the laws of New York. The Seller has
      the requisite power and authority and legal right to own the Mortgage
      Loans and to transfer and convey the Mortgage Loans to the Purchaser and
      has the requisite power and authority to execute and deliver, engage in
      the transactions contemplated by, and perform and observe the terms and
      conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of May 1, 2004,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

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

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

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either express or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either express or
implied) by the Seller to or for the benefit of such Person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Other Matters Relating to Non-Trust Serviced Loan Pairs.
Notwithstanding anything to the contrary in this Agreement, (i) with respect to
any Mortgage Loan that is a Non-Trust Serviced Pari Passu Loan, each of the
document delivery requirements set forth herein will be satisfied by the
delivery by the Seller of copies of each such document specified herein (other
than the Mortgage Note (and all intervening endorsements) evidencing such
Non-Trust-Serviced Pari Passu Loan, with respect to which the originals shall be
required); provided, with respect to each Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan, the document delivery requirements for (a) the
Assignment of Mortgage and any assignment of Assignment of Leases set forth
herein and (b) any of the UCC financing statements referred to in Section 2(i)
hereof will be satisfied by the delivery by the Seller of copies of such
documents made in favor of the Other Trustee pursuant to the Other Pooling and
Servicing Agreement and (ii) the Seller shall not be required to deliver a
Servicing File with respect to each Mortgage Loan that is a Non-Trust Serviced
Pari Passu Loan. For the avoidance of any doubt, the parties hereto acknowledge
and agree that nothing in this Agreement shall be construed to create a
servicing arrangement with respect any Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan other than as set forth in the Pooling and Servicing
Agreement.

            Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Morgan Stanley Mortgage Capital Inc., 1585 Broadway, New York, New York 10036,
Attention: Timothy Gallagher, with a copy to Michelle Wilke.

            Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                        MORGAN STANLEY MORTGAGE CAPITAL INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

      (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan documents restricts the Seller's
right to transfer the Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since April 28, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

      (13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            (j) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). The Seller does not have knowledge of
any facts or circumstances which would cause a court of competent jurisdiction
to find that the Seller had "improper knowledge" (as the term is defined in
Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged Property
would fail to qualify as "foreclosure property" within the meaning of IRC
Section 860G(a)(8).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) Loan Provisions. No Mortgage Loan contains a provision that by its
terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan to not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

      (40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

Representation No. 2: Whole Loan; Ownership of Mortgage Loans Exceptions

Loan No. 1, Beverly Center: The Mortgage Loan is subject to the terms and
conditions of (i) an Agreement Among Noteholders by and among the initial Note A
Holder, the initial Note B Holder and initial Note C Holder and (ii) an
Intercreditor Agreement by and among the initial holders of the pari passu A
Notes.

Loan No. 2, 111 Eighth Avenue: The Mortgage Loan is subject to the terms and
conditions of a Co-Lender Agreement by and among the initial Note A Holders and
the initial Note B Holders.

Loan No. 3, Rockvale Square: The Mortgage Loan is subject to the terms and
conditions of the Intercreditor and Servicing Agreement by and among the initial
holder of Loan A and the initial holder of Loan B.

Loan No. 4, Alamo Quarry Market & Quarry Crossing: The Mortgage Loan is subject
to the terms and conditions of an Intercreditor Agreement by and among the
initial holders of the pari passu A Notes.

Representation No. 4: Lien; Valid Assignment.

Loan No. 1, Beverly Center: The related Assignment of Mortgage is not executed
and delivered in favor of the Trustee, but rather such assignment of Mortgage is
executed and delivered in favor of the Trustee under the CSFB 2004-C1 Pooling
and Servicing Agreement, which as of the date hereof is Wells Fargo Bank, N.A.
In addition, the related Mortgaged Property securing the Mortgage Loan also
secures one or more other pari passu A notes, one or more subordinate B notes
and one or more subordinate C notes (none of which are assets of the trust).

Loan No. 2, 111 Eighth Avenue: The related Assignment of Mortgage is not
executed and delivered in favor of the Trustee, but rather such assignment of
Mortgage is executed and delivered in favor of the Trustee under the GCCFC
2004-GG1 Pooling and Servicing Agreement, which as of the date hereof is LaSalle
Bank National Association. In addition, the related Mortgaged Property securing
the Mortgage Loan also secures one or more other pari passu A notes and one or
more subordinate B notes (none of which are assets of the trust).

Loan No. 3, Rockvale Square: The Mortgagor has additional indebtedness in the
aggregate amount of $5,000,000 (the "Rockvale Square B Note"). The Rockvale
Square B Note is secured by the related Mortgage, and is subordinate to the
Mortgage Loan being sold hereby pursuant to an Intercreditor and Servicing
Agreement. The Rockvale Square B Note is not an asset of the trust.

Loan No. 4, Alamo Quarry Market & Quarry Crossing: The related Assignment of
Mortgage is not executed and delivered in favor of the Trustee, but rather such
assignment of Mortgage is executed and delivered in favor of the Trustee under
the 2004-HQ3 Pooling and Servicing Agreement, which as of the date hereof is
LaSalle Bank National Association. In addition, the related Mortgaged Property
securing the Mortgage Loan also secures one or more other pari passu A notes
(none of which are assets of the trust).

Representation 5: Assignment of Leases and Rents.

Loan No. 1, Beverly Center: The related Assignment of Leases is not executed and
delivered in favor of the Trustee, but rather such assignment is executed and
delivered in favor of the trustee under the CSFB 2004-C1 Pooling and Servicing
Agreement, which as of the date hereof is Wells Fargo Bank, N.A.

Loan No. 2, 111 Eighth Avenue: The related Assignment of Leases is not executed
and delivered in favor of the Trustee, but rather such assignment is executed
and delivered in favor of the trustee under the GCCFC 2004-GG1 Pooling and
Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

Loan No. 4, Alamo Quarry Market & Quarry Crossing: The related Assignment of
Leases is not executed and delivered in favor of the Trustee, but rather such
assignment is executed and delivered in favor of the trustee under the 2004-HQ3
Pooling and Servicing Agreement, which as of the date hereof is LaSalle Bank
National Association.

Representation 6: Mortgage Status; Waivers and Modifications.

Loan No. 1, Beverly Center: The Mortgage Loan documents have been modified
pursuant to a First Amendment to Loan Agreement, dated as of February 11, 2004,
to provide for, among other things, the consolidation and re-severance of the
then-existing promissory notes into new promissory notes and the allocation and
application of payments thereunder.

Loan No. 2, 111 Eighth Avenue: The Mortgage Loan documents have been modified as
of May 13, 2004, in connection with the splitting of the related original A Note
and B Note into one or more component A Notes and B Notes.

Loan No. 3, Rockvale Square: The Mortgage Loan documents have been modified
pursuant to a Note Severance and Modification Agreement dated as of March 23,
2004, to provide for, among other things, the splitting of the original
promissory note into an A Note and subordinate B Note.

Representation 8: Title Insurance.

Loan No. 1, Beverly Center: The Mortgage Loan documents have been modified
pursuant to a First Amendment to Loan Agreement, dated as of February 11, 2004,
to provide for, among other things, the consolidation and re-severance of the
then-existing promissory notes into new promissory notes and the allocation and
application of payments thereunder. The Seller has not done, by act or omission,
anything that would materially impair the coverage under the title policy, but
no representation can be made with respect to the acts or omissions of the
holders of the pari passu A notes or one or more subordinate B notes and C notes
that would materially impair the coverage under the title policy.

Loan No. 2, 111 Eighth Avenue: The Seller has not done, by act or omission,
anything that would materially impair the coverage under the title policy, but
no representation can be made with respect to the acts or omissions of the
holders of the pari passu A notes or one or more subordinate B notes that would
materially impair the coverage under the title policy.

Loan No. 4, Alamo Quarry Market & Quarry Crossing: The Seller has not done, by
act or omission, anything that would materially impair the coverage under the
title policy, but no representation can be made with respect to the acts or
omissions of the holders of the pari passu A notes that would materially impair
the coverage under the title policy.

Representation 12: Environmental Conditions.

Loan No. 7, Long Beach Plaza and Loan No. 17, Waldbaums Whitestone: With respect
to the statement in the representations that states that "Each Mortgage requires
the related Mortgagor to comply with all applicable federal, state and local
environmental laws and regulations", so long as the Master Lease for each
Mortgage Loan is in effect and no event of default is occurring thereunder, the
terms of each such Master Lease controls. The tenant under each such Master
Lease is required to comply with environmental laws. As long as the tenant under
each such Master Lease is in compliance with the terms of the Master Lease, the
Mortgagor is deemed in compliance.

Representation 14: Insurance.

Loan No. 7, Long Beach Plaza and Loan No. 17, Waldbaums Whitestone: So long as
the Master Lease for each such Mortgager Loan is in effect (and there is no
default beyond any applicable notice and grace periods under each such Master
Lease), the terms of each such Master Lease control and the Mortgagor is deemed
in compliance. Each such Master Lease does not expressly require that the
related hazard insurance policy (i) contain appropriate endorsements to avoid
the operation of any co-insurance provisions or (ii) contain no provision for a
deduction for depreciation. The tenant under each Master Lease is required to
maintain insurance for the related Mortgaged Property and, upon a tenant's
failure to do so, the Mortgagor is authorized to maintain such insurance at such
tenant's cost and expense and seek reimbursement therefore from the applicable
tenant. Each tenant may self-insure so long as the applicable tenant or its
guarantor has an investment grade rating or better and such self-insurance
program does not violate any applicable law. The Master Lease relating to each
of the Long Beach Plaza Mortgage Loan and Waldbaums Whitestone Mortgage Loan
provides that casualty insurance proceeds will be applied to the restoration or
repair of the related Mortgaged Property, with any excess insurance proceeds
after restoration or repair being paid to the tenant under the related Master
Lease.

Loan Nos. 25-26, CA Industrial Portfolio - Safetran Building and Knox Corporate
Center: The casualty and condemnation thresholds under the related Mortgage Loan
documents look to the value of the aggregate Mortgaged Property rather than each
individual property.

Certain Other Mortgage Loans: Such Mortgage Loans do not specifically make
reference to six months of operations in determining the amount of required
business interruption insurance, but instead require such insurance for a period
running for such length of time as it takes to repair or replace with the
exercise of due diligence, with an extended period of indemnity endorsement that
covers continued loss of income until such income either returns to the same
level it was at prior to the loss, or the expiration of a specified number of
months after the related Mortgaged Property (in certain cases, assuming total
destruction) is restored, whichever occurs first. Such insurance must be
maintained in an amount equal to the projected gross income from the Mortgaged
Property for a period from the date of loss until a date that is a specified
number of months after the date that the Mortgaged Property is repaired or
replaced and operations are resumed.

Representation 17: Leasehold Estate.

Loan No. 1, Beverly Center: The Mortgage Loan is secured by the Mortgagor's
leasehold interest in the Mortgaged Property. Notice must be given to lessor
prior to the assignment of the ground lease to lender. Lessee may assign the
ground lease without consent (i) to certain entities controlled by E. Phillip
Lyon or Sheldon M. Gordon or (ii) to any other person or entity provided such
person or entity has a net worth of not less than $15,000,000 and either
substantial commercial property management experience or agrees to contract for
qualified management property services for at least five years. All other
assignments are subject to lessor's consent, not to be unreasonably withheld (it
being agreed that lessor shall not be deemed to have unreasonably withheld its
consent if the net worth of the assignee is less than two times the sum of the
rent for the last full calendar year plus the real estate taxes for such
calendar year). Notwithstanding the foregoing, in the event of a foreclosure by
the leasehold mortgagee or acceptance of a deed in lieu thereof, the leasehold
mortgagee shall have the right to assign the ground lease without lessor's
consent. The ground lease does not specifically provide that the lessor is
required to enter into a new lease upon rejection of the ground lease in a
bankruptcy proceeding. Under certain circumstances involving a casualty or
condemnation, the lessor and lessee are permitted to terminate the ground lease
on the subject property. Upon such termination, the allocation of the related
insurance proceeds or condemnation award to the lessor and lessee will be
calculated pursuant to the terms of the ground lease based upon the date of
termination.

Loan No. 3, Rockvale Square: The mortgage loan is secured by both a fee simple
interest in the subject property held by an affiliate of the Mortgagor and the
Mortgagor's leasehold interest in the Mortgaged Property granted pursuant to a
ground lease entered into with an affiliate of the Mortgagor. Each of the fee
interest and the leasehold interest in the Mortgaged Property are assets of the
trust.

Representation 23: Compliance with Laws.

Loan No. 17, Waldbaums Whitestone: See Representation 29 below.

Representation No. 24: Cross Collateralization.

Loan No. 1, Beverly Center, Loan No. 2, 111 Eighth Avenue, Loan No. 3, Rockvale
Square and Loan No. 4, Alamo Quarry Market and Quarry Crossing: Each Mortgage
Loan is secured by a Mortgage that also secures certain companion loans other
than one or more other Mortgage Loans.

Representation No. 25: Releases of Mortgaged Property.

Loan No. 7, Long Beach Plaza and Loan No. 17, Waldbaums Whitestone: With respect
to the Master Lease for each such Mortgage Loan and an offer from the tenant to
purchase the related Mortgaged Property pursuant to the terms of the Master
Lease, upon the occurrence of certain casualty events, the tenant under such
Master Lease has the right to make an offer to purchase the Mortgaged Property,
in which event the Mortgagor is required to either (i) pay to the Mortgagee an
amount equal to the then outstanding principal and interest on the Mortgage Loan
or (ii) accept the purchase offer from such tenant in which case the proceeds of
the sale by the Mortgagor shall be used to pay to the Mortgagee an amount not
less than the then outstanding principal and interest on the Mortgage Loan, in
each case without prepayment premium or defeasance charges.

Loan No. 19, Boise Towne Plaza: The related Mortgage Loan documents permit the
Mortgagor from time to time to obtain a release of the lien of the related
Mortgage as to one or more vacant, non-income producing and unimproved (or
improved only by surface parking) parcels or outlots in connection with the
expansion or other development of the related Mortgaged Property, subject to the
satisfaction of certain legal and underwriting requirements, including rating
agency approval.

Loan No. 25, CA Industrial Portfolio - Safetran Building: The related Mortgage
Loan documents permit the Mortgagor to obtain a release of the CA Industrial
Portfolio - Safetran Building property at anytime after the expiration of the
lockout period, provided that, among other things, (i) no event of default has
occurred and is continuing and (ii) the portion of the Mortgage Loan to be
defeased is equal to the greater of (a) 125% of $5,000,000 and (b) the amount
necessary to satisfy certain legal and underwriting criteria set forth in the
related Mortgage Loan documents.

Loan No. 31, Gateway Village Phase I: Under the terms of the tenant leases with
Chili's and Chick-Fil-A, each such tenant has a right of first refusal to
purchase their respective parcel if sold separately, but such right does not
apply to a sale of the entire Mortgaged Property.

Representation No. 29: Local Law Compliance.

Loan No. 17, Waldbaums Whitestone: As of the date of origination of such
Mortgage Loan and as of the Closing Date, a final certificate of occupancy with
respect to the related Mortgaged Property had not been issued and the related
Mortgaged Property is illegal non-conforming. Under the terms of the related
Master Lease, the tenant is required to maintain the Mortgaged Property in
accordance with all applicable laws. Pursuant to the Mortgage Loan documents,
the tenant under the related master lease (i) acknowledges that the related
Mortgaged Property has not been issued a final certificate of occupancy, (ii)
agrees diligently pursue the issuance of such a final certificate of occupancy,
(iii) acknowledges that that the lack of the certificate of occupancy does not
permit or allow it to terminate or otherwise affect the tenant's obligations
under the related Master Lease and (iv) waives any rights it may otherwise have
to terminate or take any other action to affect the tenant's obligations under
the related Master Lease.

Representation No. 30: Junior Liens.

Loan No. 1, Beverly Center, Loan No. 2, 111 Eighth Avenue and Loan No. 3,
Rockvale Square: See Representation 4 above.

Loan Nos. 25-26, CA Industrial Portfolio - Safetran Building and Knox Corporate
Center: The related Mortgagor may obtain additional unsecured subordinate
financing in an aggregate principal amount not to exceed $2,447,000 provided
that, among other things, (i) the proceeds of such subordinate financing are
used exclusively for the benefit of the Mortgaged Property and (ii) the
indebtedness arising in connection with such subordinate financing is owing only
to one or more partners of the Mortgagor as identified in an organizational
chart delivered to the lender in connection with the Mortgage Loan.

Representation No. 33: Licenses and Permits.

Loan No. 7, Long Beach Plaza and Loan No. 17, Waldbaums Whitestone: So long as
the Master Lease for each such Mortgage Loan is in effect and no event of
default is occurring thereunder, the terms of each such Master Lease control.
The tenant under the Master Lease is required to comply with all applicable
laws. As long as the tenant under the Master Lease is in compliance with the
terms of the Master Lease, the Mortgagor is deemed in compliance.

Loan No. 17, Waldbaums Whitestone: See Representation 29 above.

Representation No. 35: Due on Sale.

Loan No. 1, Beverly Center, Loan No. 2, 111 Eighth Avenue and Loan No. 3,
Rockvale Square: The related Mortgaged Property securing each Mortgage Loan also
secures one or more subordinate B notes. See Representation 4 above.

Loan Nos. 25-26, CA Industrial Portfolio - Safetran Building and Knox Corporate
Center: The Borrower is permitted to incur subordinate debt, not to exceed an
aggregate principal amount of $2,447,000, provided that: (i) the Borrower
provides Lender with written notice at least 15 days prior to incurring such
subordinated debt; (ii) such subordinated debt is unsecured and evidenced by an
subordinated note; and (iii) the proceeds of such subordinated debt are used
exclusively for the benefit of the property.

Representation No. 36: Non-Recourse Exceptions

Loan No. 2, 111 Eighth Avenue, Loan No. 4, Alamo Quarry Market & Quarry
Crossing, Loan No. 8, Saugus Station Industrial Center, Loan No. 19, Boise Towne
Plaza and Loan No. 41, Foothills Medical Building: Each Mortgage Loan is not
recourse to a natural person, nor is any natural person liable to the holder of
each such Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the related Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards, or breaches of the environmental covenants in
the related Mortgage Loan documents. However, for each such Mortgage Loan (other
than Loan No. 2, 111 Eighth Avenue and Loan No. 19, Boise Towne Plaza), one or
more sponsor-related entities executed a recourse carve-out guaranty agreement.

Loan No. 7, Long Beach Plaza and Loan No. 17, Waldbaums Whitestone: Liability
for misappropriation of rents is limited to misappropriation of rents received
by the related Mortgagor under each such Mortgage Loan after the occurrence of
and during the continuance of an event of default under the related Mortgage
Loan documents. Neither the related Mortgagor nor related Guarantor under each
such Mortgage Loan will be personally liable for losses the lender incurs with
respect to the misappropriation of insurance proceeds or condemnation awards if
such misappropriation is due to the acts of the tenant under the Master Lease
for each Mortgage Loan provided that the related Mortgagor assigns its rights
against such tenant to the Mortgagee; and (c) Neither the related Mortgagor nor
related Guarantor will be personally liable for losses the Mortgagee incurs with
respect to a violation of environmental laws due to waste and hazardous waste at
the related Mortgaged Property so long as the tenant under the Master Lease for
each Mortgage Loan is in occupancy of the related Mortgaged Property and is in
compliance with the terms of the related Master Lease.

Loan Nos. 25-26, CA Industrial Portfolio - Safetran Building and Knox Corporate
Center: It is possible that the guarantor may be treated as a "primary obligor"
under California's one action rule, which would render the guarantee
unenforceable.

Representation No. 40: Single Purpose Entity.

Loan No. 8, Saugus Station Industrial Center: The related Mortgagor is permitted
to have consolidated financial statements as required by GAAP, but such
consolidated financial statements will include a footnote indicating the
Mortgagor's separate assets. The Mortgagor also is permitted to file
consolidated tax returns.

<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)

                                      NONE

<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE

            Purchase Price                              $335,740,838
            Accrued Interest                              $1,383,390
                                                        ------------
            Total                                       $337,124,228

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.    Parties. The parties to this Bill of Sale are the following:

                  Seller:     Morgan Stanley Mortgage Capital Inc.
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                 MORGAN STANLEY MORTGAGE CAPITAL INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210

Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603

Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 1585 Broadway, New York, New York
10036, Attention: Andrew Berman (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint Wells Fargo Bank,
National Association, having an address of 45 Fremont Street, 2nd Floor, San
Francisco, California 94105, Attention: Commercial Mortgage Servicing-Morgan
Stanley Capital I Inc., Commercial Mortgage Pass Through Certificates, Series
2004-IQ7 (the "General Master Servicer"), Midland Loan Services, Inc., having an
address of 10851 Mastin, Building 82, Overland Park, Kansas 66210, Suite 700,
Attention: President-Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, (the "General Special Servicer") and
LaSalle Bank National Association, having an address of 135 South LaSalle
Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed Securities Trust
Services Group-- Morgan Stanley Capital I Inc., Series 2004-IQ7 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to
the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

            IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May
2004.

Witnessed by:                           MORGAN STANLEY MORTGAGE CAPITAL INC.

_____________________________           By:_____________________________________
Print Name:                             Name:
                                        Title:

STATE OF ____________________)

COUNTY OF ___________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


_______________________________________
Commission Expires:


<PAGE>

                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II
                                     (NCCB)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between National Consumer Cooperative Bank (the "Seller"), and Morgan
Stanley Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase a
certain mortgage loan listed on Exhibit 1 hereto (the "Mortgage Loan") as
described herein. The Purchaser will convey the Mortgage Loan to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loan and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loan
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loan
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to the Mortgage Loan is the Mortgage Loan's Due Date in the month of May
2004. The Mortgage Loan will have an aggregate principal balance as of the close
of business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not received, of $15,981,556. The sale of the
Mortgage Loan shall take place on May 27, 2004 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser and NCB, FSB for the Mortgage Loans and those
certain mortgage loans sold to the Trust by NCB, FSB, pursuant to that certain
mortgage loan purchase agreement, dated as of even date herewith, shall equal
the amount set forth as such purchase price on Exhibit 3 hereto. The purchase
price shall be paid to the Seller by wire transfer in immediately available
funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loan and its rights under this Agreement (to the
extent set forth in Section 15), and the Trustee shall succeed to such right,
title and interest in and to the Mortgage Loan and the Purchaser's rights under
this Agreement (to the extent set forth in Section 15).

            Section 2. Conveyance of Mortgage Loan. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, in and to the Mortgage Loan identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for the Mortgage Loan and on or
prior to the fifth Business Day after the Closing Date, five limited powers of
attorney substantially in the form attached hereto as Exhibit 5 in favor of the
Trustee, the Master Servicer and the Special Servicer to empower the Trustee,
the Master Servicer and, in the event of the failure or incapacity of the
Trustee and the Master Servicer, the Special Servicer, to submit for recording,
at the expense of the Seller, any mortgage loan documents required to be
recorded as described in the Pooling and Servicing Agreement and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage File (so long as original counterparts have previously been
delivered to the Trustee). The Seller agrees to reasonably cooperate with the
Trustee, the Master Servicer and the Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to the Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to the Mortgage
Loan remains unremedied as of the earlier of (i) the date that is 180 days
following the delivery of notice of such absence to the Seller, but in no event
earlier than 18 months from the Closing Date, and (ii) the date (if any) on
which the Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee
shall submit such documents for recording, at the Seller's expense, after the
periods set forth above; provided, however, the Trustee shall not submit such
assignments for recording if the Seller produces evidence that it has sent any
such assignment for recording and certifies that the Seller is awaiting its
return from the applicable recording office. In addition, not later than the
30th day following the Closing Date, the Seller shall deliver to or on behalf of
the Trustee each of the remaining documents or instruments specified below (with
such exceptions and additional time periods as are permitted by this Section)
with respect to the Mortgage Loan (the "Mortgage File"). (The Seller
acknowledges that the term "without recourse" does not modify the duties of the
Seller under Section 5 hereof.)

            The Mortgage File delivered prior to the Closing Date is to be held
by or on behalf of the Trustee in escrow on behalf of the Seller at all times
prior to the Closing Date. The Mortgage File shall be released from escrow upon
closing of the sale of the Mortgage Loan and payments of the purchase price
therefor as contemplated hereby. The Mortgage File for the Mortgage Loan shall
contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for the Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to the Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties securing the Mortgage Loan with a
Cut-Off Date principal balance equal to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

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

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loan
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loan shall for all purposes be deemed to have been transferred
from the Seller to the Purchaser and from the Purchaser to the Trustee on behalf
of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to the
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loan allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to the Mortgage Loan secured by the Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and the Mortgage Loan secured by the Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of the
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of the Mortgage Loan and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the Mortgage Loan (the
"Servicing File") shall be delivered by the Seller to or at the direction of the
Master Servicer, on behalf of the Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loan by the Seller to the Purchaser
pursuant to this Agreement, the ownership of the Mortgage Note, Mortgage and the
other contents of the related Mortgage File shall be vested in the Purchaser and
its assigns, and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or that come into the possession of the Seller
shall immediately vest in the Purchaser and its assigns, and shall be delivered
promptly by the Seller to or on behalf of either the Trustee or the Master
Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of the Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loan and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loan and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loan and related
property by the Seller to the Purchaser to secure a debt or other obligation of
the Seller. However, in the event that, notwithstanding the intent of the
parties, the Mortgage Loan or any related property are held to be the property
of the Seller, or if for any other reason this Agreement is held or deemed to
create a security interest in the Mortgage Loan or any related property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loan identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loan and all
            distributions with respect thereto, and the Mortgage File;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase the
Mortgage Loan as to which the Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage File and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loan as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage File for the Mortgage Loan and its due
diligence review of the Mortgage Loan. The fact that the Purchaser has conducted
or has failed to conduct any partial or complete examination of the credit
files, underwriting documentation or Mortgage File for the Mortgage Loan shall
not affect the right of the Purchaser or the Trustee to cause the Seller to cure
any Material Document Defect or Material Breach (each as defined below), or to
repurchase or replace the defective Mortgage Loan pursuant to Section 5 of this
Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loan, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loan and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loan that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
the Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

                  (i) The Seller is duly organized and is validly existing as a
            corporation chartered by an act of the United States Congress. The
            Seller has conducted and is conducting its business so as to comply
            in all material respects with all applicable statutes and
            regulations of regulatory bodies or agencies having jurisdiction
            over it, except where the failure so to comply would not have a
            materially adverse effect on the performance by Seller of this
            Agreement. The Seller has the requisite corporate power and
            authority and legal right to own the Mortgage Loan and to transfer
            and convey the Mortgage Loan to the Purchaser and has the requisite
            power and authority to execute and deliver, engage in the
            transactions contemplated by, and perform and observe the terms and
            conditions of, this Agreement.

                  (ii) This Agreement has been duly and validly authorized,
            executed and delivered by the Seller, and assuming the due
            authorization, execution and delivery hereof by the Purchaser, this
            Agreement constitutes the valid, legal and binding agreement of the
            Seller, enforceable in accordance with its terms, except as such
            enforcement may be limited by (A) laws relating to bankruptcy,
            insolvency, reorganization, receivership or moratorium, (B) other
            laws relating to or affecting the rights of creditors generally, (C)
            general equity principles (regardless of whether such enforcement is
            considered in a proceeding in equity or at law) or (D) public policy
            considerations underlying the securities laws, to the extent that
            such public policy considerations limit the enforceability of the
            provisions of this Agreement that purport to provide indemnification
            from liabilities under applicable securities laws.

                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the Seller
            with this Agreement, or the consummation by the Seller of any
            transaction contemplated hereby, other than (1) such qualifications
            as may be required under state securities or blue sky laws, (2) the
            filing or recording of financing statements, instruments of
            assignment and other similar documents necessary in connection with
            the Seller's sale of the Mortgage Loan to the Purchaser, (3) such
            consents, approvals, authorizations, qualifications, registrations,
            filings or notices as have been obtained and (4) where the lack of
            such consent, approval, authorization, qualification, registration,
            filing or notice would not have a material adverse effect on the
            performance by the Seller under this Agreement.

                  (iv) Neither the transfer of the Mortgage Loan to the
            Purchaser, nor the execution, delivery or performance of this
            Agreement by the Seller, conflicts or will conflict with, results or
            will result in a breach of, or constitutes or will constitute a
            default under (A) any term or provision of the Seller's articles of
            organization or by-laws, (B) any term or provision of any material
            agreement, contract, instrument or indenture to which the Seller is
            a party or by which it or any of its assets is bound or results in
            the creation or imposition of any lien, charge or encumbrance upon
            any of its property pursuant to the terms of any such indenture,
            mortgage, contract or other instrument, other than pursuant to this
            Agreement, or (C) after giving effect to the consents or taking of
            the actions contemplated in subsection (iii), any law, rule,
            regulation, order, judgment, writ, injunction or decree of any court
            or governmental authority having jurisdiction over the Seller or its
            assets, except where in any of the instances contemplated by clauses
            (B) or (C) above, any conflict, breach or default, or creation or
            imposition of any lien, charge or encumbrance, will not have a
            material adverse effect on the consummation of the transactions
            contemplated hereby by the Seller or materially and adversely affect
            its ability to perform its obligations and duties hereunder or
            result in any material adverse change in the business, operations,
            financial condition, properties or assets of the Seller, or in any
            material impairment of the right or ability of the Seller to carry
            on its business substantially as now conducted.

                  (v) There are no actions or proceedings against, or
            investigations of, the Seller pending or, to the Seller's knowledge,
            threatened in writing against the Seller before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to materially and adversely affect the
            transfer of the Mortgage Loan to the Purchaser or the execution or
            delivery by, or enforceability against, the Seller of this Agreement
            or have an effect on the financial condition of the Seller that
            would materially and adversely affect the ability of the Seller to
            perform its obligations under this Agreement.

                  (vi) On the Closing Date, the sale of the Mortgage Loan
            pursuant to this Agreement will effect a transfer by the Seller of
            all of its right, title and interest in and to the Mortgage Loan to
            the Purchaser.

                  (vii) To the Seller's knowledge, the Seller Information (as
            defined in that certain indemnification agreement, dated as of May
            1, 2004, between the Seller, the Purchaser, the Underwriters and the
            Initial Purchaser (the "Indemnification Agreement")) relating to the
            Mortgage Loan does not contain any untrue statement of a material
            fact or omit to state a material fact necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading (when read together with the Final
            Prospectus Supplement, in the case of Public Certificates, or when
            read together with the Memorandum, in the case of the Private
            Certificates). Notwithstanding anything contained herein to the
            contrary, this subparagraph (vii) shall run exclusively to the
            benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage Loan
and shall continue in full force and effect notwithstanding any restrictive or
qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

                  (i) The Purchaser is a corporation duly organized, validly
            existing, and in good standing under the laws of the State of
            Delaware with full power and authority to carry on its business as
            presently conducted by it.

                  (ii) The Purchaser has full power and authority to acquire the
            Mortgage Loan, to execute and deliver this Agreement and to enter
            into and consummate all transactions contemplated by this Agreement.
            The Purchaser has duly and validly authorized the execution,
            delivery and performance of this Agreement and has duly and validly
            executed and delivered this Agreement. This Agreement, assuming due
            authorization, execution and delivery by the Seller, constitutes the
            valid and binding obligation of the Purchaser, enforceable against
            it in accordance with its terms, except as such enforceability may
            be limited by bankruptcy, insolvency, reorganization, moratorium and
            other similar laws affecting the enforcement of creditors' rights
            generally and by general principles of equity, regardless of whether
            such enforcement is considered in a proceeding in equity or at law.

                  (iii) No consent, approval, authorization or order of,
            registration or filing with, or notice to, any governmental
            authority or court is required, under federal or state law, for the
            execution, delivery and performance of or compliance by the
            Purchaser with this Agreement, or the consummation by the Purchaser
            of any transaction contemplated hereby that has not been obtained or
            made by the Purchaser.

                  (iv) Neither the purchase of the Mortgage Loan nor the
            execution, delivery and performance of this Agreement by the
            Purchaser will violate the Purchaser's certificate of incorporation
            or by-laws or constitute a default (or an event that, with notice or
            lapse of time or both, would constitute a default) under, or result
            in a breach of, any material agreement, contract, instrument or
            indenture to which the Purchaser is a party or that may be
            applicable to the Purchaser or its assets.

                  (v) The Purchaser's execution and delivery of this Agreement
            and its performance and compliance with the terms of this Agreement
            will not constitute a violation of, any law, rule, writ, injunction,
            order or decree of any court, or order or regulation of any federal,
            state or municipal government agency having jurisdiction over the
            Purchaser or its assets, which violation could materially and
            adversely affect the condition (financial or otherwise) or the
            operation of the Purchaser or its assets or could materially and
            adversely affect its ability to perform its obligations and duties
            hereunder.

                  (vi) There are no actions or proceedings against, or
            investigations of, the Purchaser pending or, to the Purchaser's
            knowledge, threatened against the Purchaser before any court,
            administrative agency or other tribunal, the outcome of which could
            reasonably be expected to adversely affect the transfer of the
            Mortgage Loan, the issuance of the Certificates, the execution,
            delivery or enforceability of this Agreement or have an effect on
            the financial condition of the Purchaser that would materially and
            adversely affect the ability of the Purchaser to perform its
            obligation under this Agreement.

                  (vii) The Purchaser has not dealt with any broker, investment
            banker, agent or other person, other than the Seller, the
            Underwriters, the Initial Purchaser and their respective affiliates,
            that may be entitled to any commission or compensation in connection
            with the sale of the Mortgage Loan or consummation of any of the
            transactions contemplated hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loan.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loan and/or the related Mortgaged Property
as set forth in Exhibit 2 hereto, and in either case such defect or breach,
either (i) materially and adversely affects the interests of the holders of the
Certificates in the related Mortgage Loan, or (ii) both (A) the document defect
or breach materially and adversely affects the value of the Mortgage Loan and
(B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, the Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in the Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to the Mortgage Loan or otherwise refuses (i) to
effect a correction or cure of such Material Document Defect or Material Breach,
(ii) to repurchase the Affected Loan from the Trust or (iii) to replace the
Mortgage Loan with a Qualifying Substitute Mortgage Loan, then provided that (x)
the period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to the Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase the Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase the Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
the Mortgage Loan within four (4) Business Days from the date it sends notice of
its intent to purchase the Mortgage Loan and shall purchase such REO Property on
or before the date referenced in the offer received from the Special Servicer.
The Special Servicer shall be obligated to provide the Seller with any appraisal
or other third party reports relating to the Mortgaged Property within its
possession to enable the Seller to evaluate the Mortgage Loan or REO Property.
Any sale of the Mortgage Loan, or foreclosure upon the Mortgage Loan and sale of
the REO Property, to a Person other than the Seller shall be without (i)
recourse of any kind (either express or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either express or
implied) by the Seller to or for the benefit of such Person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of the Mortgage Loan by the Mortgagor, the Seller
hereby covenants and agrees to pay such reasonable costs and expenses, to the
extent an amount is due and not paid by the related Mortgagor. The parties
hereto acknowledge that the payment of such reasonable costs and expenses shall
be the Seller's sole obligation with respect to the breaches discussed in the
previous sentence. The Seller shall have no obligation to pay for any of the
foregoing costs if the applicable Mortgagor has an obligation to pay for such
costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying the Mortgage Loan pursuant to Section
2.3 of the Pooling and Servicing Agreement in order for the Mortgage Loan to be
a "qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if the Mortgage
Loan is modified so that it becomes a "qualified substitute mortgage loan", such
breach will be cured and the Seller will not be obligated to repurchase or
otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that the Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases the Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to the Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
the Mortgage Loan, in each case without recourse, including any property
acquired in respect of the Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loan
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in that certain indemnification agreement, dated as of May 1, 2004,
between the Seller, the Purchaser, the Underwriters and the Initial Purchaser
(the "Indemnification Agreement")) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loan pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loan on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of the Secretary, Assistant Secretary or Vice
President of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.

            (e) An opinion of counsel to the Seller, dated the Closing Date,
substantially in the form of Exhibit 6, attached hereto.

            (f) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loan by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (g) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (h) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (i) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (j) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Other Matters Relating to Non-Trust Serviced Loan Pairs.

            Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
National Consumer Cooperative Bank, 1725 Eye Street, N.W., Washington, D.C.
20006, Attention: Kathleen Luzik.

            Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a), 5, 11 and 12 hereof may be assigned to
the Trustee as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to the
rights and obligations hereunder of the Purchaser. No owner of a Certificate
issued pursuant to the Pooling and Servicing Agreement shall be deemed a
successor or permitted assigns because of such ownership.

            Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                        NATIONAL CONSUMER COOPERATIVE
                                        BANK


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

      (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan documents restricts the Seller's
right to transfer the Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since April 28, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment (including,
without limitation, a transaction screen) after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, an environmental site assessment, or an update of a previous such
report, was performed with respect to each Mortgaged Property in connection with
the origination or the acquisition of the related Mortgage Loan, a report of
each such assessment (or the most recent assessment with respect to each
Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

      (13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (or an original term plus
      one or more optional renewal terms, which, under all circumstances, may be
      exercised, and will be enforceable, by the mortgagee if it takes
      possession of such leasehold interest) that extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan, or ten
      years if such Mortgage Loan fully or substantially amortizes by the Stated
      Maturity Date;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            (j) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). The Seller does not have knowledge of
any facts or circumstances which would cause a court of competent jurisdiction
to find that the Seller had "improper knowledge" (as the term is defined in
Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged Property
would fail to qualify as "foreclosure property" within the meaning of IRC
Section 860G(a)(8).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) Loan Provisions. No Mortgage Loan contains a provision that by its
terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan to not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

      (40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

Rep No.   Mortgage Loan(s)            Explanation
-------   ----------------            -----------

  30      Sadore Lane Gardens, Inc.   The Borrower under the foregoing Mortgage
                                      Loan has incurred existing secured
                                      subordinate indebtedness in the amount of
                                      $3,500,000.00.

  35      Sadore Lane Gardens, Inc.   The foregoing Mortgage Loan permits,
                                      without the prior written consent of the
                                      holder of the related Mortgage, transfers
                                      of stock of the Mortgagor in connection
                                      with the assignment of a proprietary lease
                                      for an apartment unit by a
                                      tenant-shareholder of the Mortgagor to
                                      other persons who by virtue of such
                                      transfers become tenant-shareholders in
                                      the Mortgagor.

  36      Sadore Lane Gardens, Inc.   The foregoing Mortgage Loan is fully
                                      recourse to the Mortgagor.

<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE

            Purchase Price                              $156,775,922
            Accrued Interest                                $631,173
                                                        ------------
            Total                                       $157,407,095

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1.    Parties. The parties to this Bill of Sale are the following:

                  Seller:     National Consumer Cooperative Bank
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.


SELLER:                                 NATIONAL CONSUMER COOPERATIVE BANK


                                        By: ____________________________________
                                            Name:
                                            Title:

PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Master Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Special Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller pursuant to the Pooling and Servicing Agreement (as defined
below), having an address of 1725 Eye Street, N.W., Washington, D.C. 20006,
Attention: Kathleen Luzik (the "Seller"), being duly empowered and authorized to
do so, does hereby make, constitute and appoint NCB, FSB, in its capacity as NCB
Master Servicer pursuant to the Pooling and Servicing Agreement, having an
address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik, Real Estate Master Servicing-Morgan Stanley Capital I Inc., Commercial
Mortgage Pass Through Certificates, Series 2004-IQ7 (the "NCB Master Servicer"),
Midland Loan Services, Inc., having an address of 10851 Mastin, Building 82,
Overland Park, Kansas 66210, Suite 700, Attention: President -Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
(the "General Special Servicer"), National Consumer Cooperative Bank, having an
address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik, Real Estate Special Servicing-Morgan Stanley Capital I Inc., Commercial
Mortgage Pass Through Certificates, Series 2004-IQ7 (the "Co-op Special
Servicer") and LaSalle Bank National Association, having an address of 135 South
LaSalle Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed
Securities Trust Services Group--Morgan Stanley Capital I Inc., Series 2004-IQ7
(the "Trustee") as the true and lawful attorneys-in-fact for the undersigned, in
its name, place and stead, and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as the General Master
Servicer, the General Special Servicer, the NCB Master Servicer, the Co-op
Special Servicer, the Trustee, ABN AMRO Bank, N.V., as Fiscal Agent and LaSalle
Bank National Association, as Paying Agent and Certificate Registrar, with
respect to the Trust and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage File (so long as
original counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                           NATIONAL CONSUMER COOPERATIVE BANK


___________________________________     By:_____________________________________
Print Name:                             Name:
                                        Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


_______________________________________
Commission Expires:

<PAGE>

                                    EXHIBIT 6

                           FORM OF OPINION OF COUNSEL

May __, 2004

To the Parties Listed on Schedule A

Re:   National Consumer Cooperative Bank

Ladies and Gentlemen:

            We have acted as special counsel to National Consumer Cooperative
Bank ("NCCB"), a corporation chartered by an act of The United States Congress,
in connection in connection with the following documents, which provide for the
proposed sale of a certain mortgage loan and NCCB's agreement to specially
service and administer certain mortgage loans and other assets: (i) Mortgage
Loan Purchase Agreement dated as of May 1, 2004, between NCCB, as seller, and
Morgan Stanley Capital I Inc. ("MSCI"), as purchaser (the "Mortgage Loan
Purchase Agreement"); (ii) Pooling and Servicing Agreement dated as of May 1,
2004, among MSCI, as Depositor, Wells Fargo Bank, National Association, as
General Master Servicer, NCB, FSB as NCB Master Servicer, NCCB, as Co-op Special
Servicer, Midland Loan Services, Inc., as General Special Servicer, LaSalle Bank
National Association, as Trustee, Paying Agent and Certificate Registrar and ABN
AMRO Bank N.V., as Fiscal Agent (the "Pooling and Servicing Agreement"; and
together with the Mortgage Loan Purchase Agreement, the "Principal Agreements");
and (iii) Mortgage Loan Seller Indemnification Agreement dated as of May 1, 2004
between NCCB, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., WaMu
Capital Corp. and Greenwich Capital Markets, Inc. (the "Indemnification
Agreement"; and together with the Principal Agreements, the "Transaction
Documents"). Capitalized terms not otherwise defined herein shall have their
respective meanings set forth in the Principal Agreements.

            In rendering the opinions expressed below, we have examined copies
of the Transaction Documents, agreements executed in connection therewith or
pursuant thereto and originals or conformed copies of such corporate records,
agreements and instruments of NCCB, certificates of public officials and
officers of NCCB, and such other documents and records, and such matters of law,
as we have deemed appropriate as a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not independently
established, we have relied upon statements of governmental officials and upon
representations made in or pursuant to the Pooling and Servicing Agreement and
certificates and statements of appropriate representatives of NCCB including,
without limitation, the certificate dated May __, 2004 issued by the Secretary
of NCCB (the -"NCCB Certificate").

            In rendering the opinions expressed below, we have assumed that,
other than with respect to NCCB, all of the documents referred to in this
opinion have been duly authorized by, have been duly executed and delivered by,
and constitute the legal, valid, binding and enforceable obligations of, all of
the parties to such documents, that all of the signatories to such documents
have been duly authorized and that all such parties are duly organized and
validly existing and have the power and authority (corporate or other) to
execute, deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments, assumptions and qualifications set forth below, we are of the opinion
that:

            1. NCCB is a corporation chartered by an act of The United States
Congress, is duly organized, validly existing and in good standing under the
laws of the United States of America and is qualified to transact business in,
and is in good standing under the laws of, the State of New York or is otherwise
exempt from such qualification.

            2. NCCB has all necessary corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance of the Transaction Documents by NCCB and the
consummation by NCCB of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of NCCB, and the
Transaction Documents have been validly executed and delivered by NCCB. The
Principal Agreements constitute the legal, valid and binding obligation of NCCB,
enforceable against it in accordance with their respective terms.

            3. To our knowledge, NCCB is not required to obtain any consent,
approval, authorization of, or declaration, filing or registration with, any
governmental authority in connection with or as a condition to the execution,
delivery or performance by NCCB of the Transaction Documents or the consummation
by NCCB of the transactions contemplated thereby, except to fulfill its
obligations as Co-op Special Servicer under the Pooling and Servicing Agreement.

            4. To our knowledge, there are no actions, suits, proceedings or
investigations pending or threatened against or affecting NCCB which, if
adversely determined, individually or collectively, would materially adversely
affect NCCB's ability to perform its obligations under the Transaction
Documents.

            5. The execution, delivery and performance by NCCB of the
Transaction Documents, and compliance by it therewith, do not and will not
conflict with, constitute a default under or violate (i) any provision of the
charter or by-laws of NCCB, (ii) any provision of any material law, rule or
regulation applicable to NCCB, (iii) to our knowledge, any judgment, order,
writ, injunction or decree to which it is subject, or (iv) to our knowledge, any
material indenture, agreement or other instrument known to us to which NCCB is a
party or by which it is bound.

            In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:

            (a) In basing our opinions and other matters set forth herein "to
our knowledge," or words of similar import, the words "to our knowledge," or
such words of similar import signify that, in the course of our representation
of NCCB in the transaction contemplated by the Transaction Documents and inquiry
of the lawyers within our firm familiar with the transactions contemplated by
the Transaction Documents, no information has come to our attention that would
give us actual knowledge or actual notice that any such opinions or other
matters set forth herein are not accurate. Except as otherwise stated herein, we
have undertaken no independent investigation or verification of such matters.
All opinions set forth herein are subject to, and may be limited by, future
changes in the factual matters set forth herein, and we undertake no duty to
advise you of the same.

            (b) Our opinions herein reflect only the application of applicable
New York law and the Federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

            (c) The enforceability of the Transaction Documents may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting or relating to the rights and remedies of creditors generally
including, without limitation, laws relating to fraudulent transfers or
conveyances, preferences and equitable subordination, and Section 544 through
550 of the Bankruptcy Code and Sections 270 and 281 of the Debtor and Creditor
Law of the State of New York, (ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law), (iii) an implied
covenant of good faith and fair dealing and (iv) the qualification that certain
other provisions of the Transaction Documents may be unenforceable in whole or
in part under the laws (including judicial decisions) of the State of New York
or the United States of America, but the inclusion of such provisions does not
affect the validity as against NCCB of the Transaction Documents as a whole, and
the limitations on the enforceability of such provisions in the Transaction
Documents do not, in our opinion, make the remedies and procedures otherwise
provided in the Transaction Documents inadequate for enforcing payment of the
obligations governed or secured thereby and for the practical realization of the
principal rights and benefits afforded thereby, subject to the other
qualifications contained in this opinion.

            (d) We express no opinion as to:

                  (i) any provision in the Transaction Documents purporting or
attempting to (A) waive the defenses of forum non conveniens or improper venue
or (B) confer subject matter jurisdiction on a court not having independent
grounds therefor or (C) modify or waive the requirements for effective service
of process for any action that may be brought or (D) waive the right of NCCB or
any other person to a trial by jury;

                  (ii) the effect on enforceability of the Transaction Documents
of any decision of an arbitration tribunal or an arbitrator pursuant to any
provision for mandatory or optional arbitration to the extent such decision does
not give effect to the terms of the Transaction Documents or to applicable law;

                  (iii) the enforceability of (A) any rights to indemnification
provided for in the Transaction Documents which are violative of public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation); (B) any rights of setoff under the
Transaction Documents; or (C) any provisions purporting to provide to any party
the right to receive costs and expenses beyond those reasonably incurred by it;
or

                  (iv) (A) the existence or sufficiency of any party's
(including, without limitation, NCCB's) rights in or title to the real or
personal property described in and encumbered by the respective Mortgage Loan
Documents relating to the Mortgage Loans (the "Collateral"); (B) the creation,
attachment or perfection of any security interest in any part of the Collateral,
or the priority of any security interest in the Collateral against any financing
statement, security interest, mortgage, lien or other encumbrance on or covering
the Collateral, or the effect of the due recording of, or failure to record,
such Mortgage Loan Documents; (C) compliance or non-compliance by NCCB or any
other person or entity with federal or state securities laws (including, without
limitation, the Securities Act of 1933, the Trust Indenture Act of 1939 and the
Investment Company Act of 1940); or (D) the classification and treatment of the
Mortgage Loans and any proceeds therefrom for federal and state income tax
purposes.

            This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.

                                        Very truly yours,

<PAGE>

                                   SCHEDULE A

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Ratings Services,
  a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041

Greenwich Capital Markets, Inc.

WaMu Capital Group

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004



<PAGE>

                                   EXHIBIT K-3

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT III
                                   (NCB, FSB)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between NCB, FSB (the "Seller"), and Morgan Stanley Capital I Inc. (the
"Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans will have an aggregate principal balance as of the
close of business on the Cut-Off Date, after giving effect to any payments due
on or before such date, whether or not received, of $142,498,559. The sale of
the Mortgage Loans shall take place on May 27, 2004 or such other date as shall
be mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser and National Consumer Cooperative Bank for the
Mortgage Loans and those certain mortgage loans sold to the Trust by National
Consumer Cooperative Bank, pursuant to that certain mortgage loan purchase
agreement, dated as of even date herewith, shall equal the amount set forth as
such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if any such original
modification, consolidation or extension agreement has been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, a true copy of such
modification, consolidation or extension certified by the Seller together with
(i) in the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original modification, consolidation
or extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any; (d) An original Assignment of
Mortgage for each Mortgage Loan, in form and substance acceptable for recording,
signed by the holder of record in blank or in favor of "LaSalle Bank National
Association as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

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

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

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

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Serviced Companion Loans and that are not required to be a part of the Mortgage
File and are reasonably necessary for the ongoing administration and/or
servicing of the applicable Mortgage Loan or Serviced Companion Loan (the
"Servicing File") shall be delivered by the Seller to or at the direction of the
Master Servicer, on behalf of the Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      federal savings bank in good standing under the laws of the United States
      of America. The Seller has the requisite power and authority and legal
      right to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the requisite power and authority to
      execute and deliver, engage in the transactions contemplated by, and
      perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of May 1, 2004,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

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

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

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either express or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either express or
implied) by the Seller to or for the benefit of such Person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in that certain indemnification agreement, dated as of May 1, 2004,
between the Seller, the Purchaser, the Underwriters and the Initial Purchaser
(the "Indemnification Agreement")) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Office of
Thrift Supervision dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary, Assistant Secretary or Vice
President of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.

            (f) An opinion of counsel to the Seller, dated the Closing Date,
substantially in the form of Exhibit 6, attached hereto.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Other Matters Relating to Non-Trust Serviced Loan Pairs.
Notwithstanding anything to the contrary in this Agreement, (i) with respect to
any Mortgage Loan that is a Non-Trust Serviced Pari Passu Loan, each of the
document delivery requirements set forth herein will be satisfied by the
delivery by the Seller of copies of each such document specified herein (other
than the Mortgage Note (and all intervening endorsements) evidencing such
Non-Trust-Serviced Pari Passu Loan, with respect to which the originals shall be
required); provided, with respect to each Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan, the document delivery requirements for (a) the
Assignment of Mortgage and any assignment of Assignment of Leases set forth
herein and (b) any of the UCC financing statements referred to in Section 2(i)
hereof will be satisfied by the delivery by the Seller of copies of such
documents made in favor of the Other Trustee pursuant to the Other Pooling and
Servicing Agreement and (ii) the Seller shall not be required to deliver a
Servicing File with respect to each Mortgage Loan that is a Non-Trust Serviced
Pari Passu Loan. For the avoidance of any doubt, the parties hereto acknowledge
and agree that nothing in this Agreement shall be construed to create a
servicing arrangement with respect any Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan other than as set forth in the Pooling and Servicing
Agreement.

            Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
NCB, FSB, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik.

            Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a), 5, 11 and 12 hereof may be assigned to
the Trustee as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to the
rights and obligations hereunder of the Purchaser. No owner of a Certificate
issued pursuant to the Pooling and Servicing Agreement shall be deemed a
successor or permitted assigns because of such ownership.

            Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                        NCB, FSB


                                        By: ____________________________________
                                            Name:
                                            Title:

                                        MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

      (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan documents restricts the Seller's
right to transfer the Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since April 28, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment (including,
without limitation, a transaction screen) after the first day of the month that
is 18 months prior to the Closing Date as set forth on Schedule A to this
Exhibit 2, an environmental site assessment, or an update of a previous such
report, was performed with respect to each Mortgaged Property in connection with
the origination or the acquisition of the related Mortgage Loan, a report of
each such assessment (or the most recent assessment with respect to each
Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

      (13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (or an original term plus
      one or more optional renewal terms, which, under all circumstances, may be
      exercised, and will be enforceable, by the mortgagee if it takes
      possession of such leasehold interest) that extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan, or ten
      years if such Mortgage Loan fully or substantially amortizes by the Stated
      Maturity Date;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            (j) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). The Seller does not have knowledge of
any facts or circumstances which would cause a court of competent jurisdiction
to find that the Seller had "improper knowledge" (as the term is defined in
Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged Property
would fail to qualify as "foreclosure property" within the meaning of IRC
Section 860G(a)(8).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller. (39) Loan Provisions. No
Mortgage Loan contains a provision that by its terms would automatically or at
the unilateral option of the Mortgagor cause such Mortgage Loan to not be a
"qualified mortgage" as such term is defined in Section 860G(a)(3) of the Code.

      (40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

Rep No.   Mortgage Loan(s)                            Explanation
-------   ----------------                            -----------

 12(i)    922 8th Ave. Owners Corp.                   In connection with the
          106 Willow Street Tenants Corporation       origination of the
          Hillpark Columns Housing Corp.              Mortgage Loans to each of
          146 Amity St. Tenants Corp.                 the foregoing borrowers,
          238 Clinton St. Tenants Corp.               an ASTM transaction screen
          202 West 78th St. Tenants Corp.             was obtained in lieu of a
          417/78 Owners Corp.                         Phase I report. Each such
                                                      transaction screen was
                                                      conducted utilizing the
                                                      American Society for
                                                      Testing and Materials
                                                      (ASTM) Standard Practice E
                                                      1528-00.

 17(j)    150 East Tenants Corp.                      The Ground Lease requires
                                                      the lessor to enter into a
                                                      new ground lease with the
                                                      holder of the Mortgage on
                                                      terms that do not
                                                      materially vary from the
                                                      economic terms of the
                                                      Ground Lease in the event
                                                      such Ground Lease is
                                                      terminated by reason of a
                                                      default thereunder, but
                                                      does not specifically
                                                      require the lessor to
                                                      enter into a new lease
                                                      upon termination of such
                                                      Ground Lease if the Ground
                                                      Lease is rejected in a
                                                      bankruptcy proceeding.

  30      10 Park Ave. Tenants' Corp.                 The foregoing borrowers
          106 Willow Street Tenants Corporation       are permitted to incur
          111-117 West 96th Street Owners, Inc.       and/or have incurred
          1120 Park Corporation                       additional subordinate
          130 East 75th Street Owners Corp.           financing secured by the
          132 East 19th Street, Inc.                  related property. The
          146 Amity St. Tenants Corp.                 amount of current existing
          150 East Tenants Corp.                      subordinate indebtedness
          16 West 74 St. Owners Corp.                 is more particularly set
          160 W. 77th St. Owners Corp.                forth in the mortgage loan
          215 West 91st Street Corp.                  schedule under the heading
          2261 Palmer Avenue Corp.                    "Current Additional
          238 Clinton St. Tenants Corp.               Financing In Place." The
          2530 Independence Avenue Tenants Corp.      amount of permitted future
          255 West 98th Street Owners Corp.           subordinate indebtedness
          280 Owners Corp.                            is more particularly set
          29-45 Tenants' Corporation                  forth in the mortgage loan
          306-100th Street Owners Corp.               schedule under the heading
          315 Third Street Housing Corporation        "Financing Permitted In
          320 Riverside Apartments Corp.              Future."
          321 East 45th St. Owners, Inc.
          370/CPW Owners Corp.
          417/78 Owners Corp.
          419 Apartment Corp.
          580 West End Avenue Corp.
          61 Eastern Parkway Housing Corp.
          64-11 Owners Corp.
          922 8th Ave. Owners Corp.
          93rd Street Owners Corp.
          Belvedere Houses Incorporated
          Brooklyn Tenant Owners Corp.
          C. True Building Corp.
          City Hall Tower  Corp.
          Colonial Gardens Owners Corp.
          Dayton Towers Corporation
          East 87th St. Owners Corp.
          Fisherman's Wharf at Babylon Owners Corp.
          Fountainhead Owners Corp.
          Mamaroneck Gardens, Inc.
          Tudor Oaks Owners Corp.
          Whitney Manor Cooperative, Inc.

   35     All Mortgage Loans secured by residential   All of the Mortgage Loans
          cooperatives.                               secured by residential
                                                      cooperatives permit,
                                                      without the prior written
                                                      consent of the holder of
                                                      the related Mortgage,
                                                      transfers of stock of the
                                                      related Mortgagor in
                                                      connection with the
                                                      assignment of a
                                                      proprietary lease for an
                                                      apartment unit by a
                                                      tenant-shareholder of the
                                                      related Mortgagor to other
                                                      persons who by virtue of
                                                      such transfers become
                                                      tenant-shareholders in the
                                                      related Mortgagor.

   36     All Mortgage Loans secured by residential   All of the Mortgage Loans
          cooperatives.                               secured by residential
                                                      cooperatives are fully
                                                      recourse to the related
                                                      Mortgagors.

<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)

                                      NONE

<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE

            Purchase Price                              $156,775,922
            Accrued Interest                                $631,173
                                                        ------------
            Total                                       $157,407,095

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     NCB, FSB
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                 NCB, FSB


                                        By: ____________________________________
                                            Name:
                                            Title:

PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Master Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Special Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7

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

                          LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller pursuant to the Pooling and Servicing Agreement (as defined
below), having an address of 1725 Eye Street, N.W., Washington, D.C. 20006,
Attention: Kathleen Luzik (the "Seller"), being duly empowered and authorized to
do so, does hereby make, constitute and appoint NCB, FSB, in its capacity as NCB
Master Servicer pursuant to the Pooling and Servicing Agreement, having an
address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik, Real Estate Master Servicing-Morgan Stanley Capital I Inc., Commercial
Mortgage Pass Through Certificates, Series 2004-IQ7 (the "NCB Master Servicer"),
Midland Loan Services, Inc., having an address of 10851 Mastin, Building 82,
Overland Park, Kansas 66210, Suite 700, Attention: President -Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7
(the "General Special Servicer"), National Consumer Cooperative Bank, having an
address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik, Real Estate Special Servicing-Morgan Stanley Capital I Inc., Commercial
Mortgage Pass Through Certificates, Series 2004-IQ7 (the "Co-op Special
Servicer") and LaSalle Bank National Association, having an address of 135 South
LaSalle Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed
Securities Trust Services Group--Morgan Stanley Capital I Inc., Series 2004-IQ7
(the "Trustee") as the true and lawful attorneys-in-fact for the undersigned, in
its name, place and stead, and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as the General Master
Servicer, the General Special Servicer, the NCB Master Servicer, the Co-op
Special Servicer, the Trustee, ABN AMRO Bank, N.V., as Fiscal Agent and LaSalle
Bank National Association, as Paying Agent and Certificate Registrar, with
respect to the Trust and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage File (so long as
original counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                           NCB, FSB


_____________________________           By:_____________________________________
Print Name:                             Name:
                                        Title:

STATE OF_____________________)

COUNTY OF____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


_______________________________________
Commission Expires:

<PAGE>

                                    EXHIBIT 6

                           FORM OF OPINION OF COUNSEL

May [__], 2004

To the Parties Listed on Schedule A

Re:   NCB, FSB

Ladies and Gentlemen:

            We have acted as special counsel to NCB, FSB ("NCB"), a federal
savings bank chartered by the Office of Thrift Supervision, U.S. Department of
the Treasury (the "OTS"), in connection with the following documents, which
provide for the proposed sale of certain mortgage loans and NCB's agreement to
service and administer certain mortgage loans and other assets: (i) Mortgage
Loan Purchase Agreement dated as of May [__], 2004, between NCB, as seller, and
Morgan Stanley Capital I Inc. ("MSCI"), as purchaser (the "Mortgage Loan
Purchase Agreement"); (ii) Pooling and Servicing Agreement dated as of May [__],
2004, among MSCI, as Depositor, [___________], as General Master Servicer, NCB,
FSB as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, [___________], as General Special Servicer, [___________], as Trustee,
[___________], as Paying Agent and Certificate Registrar and [___________], as
Fiscal Agent (the "Pooling and Servicing Agreement"; and together with the
Mortgage Loan Purchase Agreement, the "Principal Agreements"); and (iii)
Mortgage Loan Seller Indemnification Agreement dated as of May [__], 2004
between NCB, Morgan Stanley & Co. Incorporated, MSCI, [___________],
[___________], [___________] and [___________] (the "Indemnification Agreement";
and together with the Principal Agreements, the "Transaction Documents").
Capitalized terms not otherwise defined herein shall have their respective
meanings set forth in the Principal Agreements.

            In rendering the opinions expressed below, we have examined copies
of the Transaction Documents, agreements executed in connection therewith or
pursuant thereto and originals or conformed copies of such corporate records,
agreements and instruments of NCB, certificates of public officials and officers
of NCB, and such other documents and records, and such matters of law, as we
have deemed appropriate as a basis for the opinions hereinafter expressed. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not independently
established, we have relied upon statements of governmental officials and upon
representations made in or pursuant to the Transaction Documents and
certificates and statements of appropriate representatives of NCB including,
without limitation, the certificate dated May [__], 2004 issued by the Secretary
of NCB (the "NCB Certificate"), and with respect to good standing and related
matters, we have relied solely upon a certificate of the OTS issued on May [__],
2004 (the "OTS Certificate") and the NCB Certificate.

            In rendering the opinions expressed below, we have assumed that,
other than with respect to NCB, all of the documents referred to in this opinion
have been duly authorized by, have been duly executed and delivered by, and
constitute the legal, valid, binding and enforceable obligations of, all of the
parties to such documents, that all of the signatories to such documents have
been duly authorized and that all such parties are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments, assumptions and qualifications set forth below, we are of the opinion
that:

1.    Based upon the OTS Certificate, NCB is a federal savings bank duly
      chartered by the OTS validly existing and in good standing under the laws
      of the United States of America.

2.    NCB has all necessary corporate power and authority to execute, deliver
      and perform its obligations under the Transaction Documents. The
      execution, delivery and performance of the Transaction Documents by NCB
      and the consummation by NCB of the transactions contemplated thereby have
      been duly authorized by all necessary corporate action on the part of NCB,
      and the Transaction Documents have been validly executed and delivered by
      NCB. The Principal Agreements constitute the legal, valid and binding
      obligation of NCB, enforceable against it in accordance with their
      respective terms.

3.    To our knowledge, NCB is not required to obtain any consent, approval,
      authorization of, or declaration, filing or registration with, any
      governmental authority in connection with or as a condition to the
      execution, delivery or performance by NCB of the Transaction Documents or
      the consummation by NCB of the transactions contemplated thereby, except
      such filings as may be necessary to transfer the Mortgage Loans to the
      Purchaser pursuant to the terms of the Mortgage Loan Purchase Agreement or
      to fulfill its obligations as NCB Master Servicer under the Pooling and
      Servicing Agreement.

4.    To our knowledge, there are no actions, suits, proceedings or
      investigations pending or threatened against or affecting NCB which, if
      adversely determined, individually or collectively, would materially
      adversely affect NCB's ability to perform its obligations under the
      Transaction Documents.

5.    The execution, delivery and performance by NCB of the Transaction
      Documents, and compliance by it therewith, do not and will not conflict
      with, constitute a default under or violate (i) any provision of the
      charter or by-laws of NCB, (ii) any provision of any material law, rule or
      regulation applicable to NCB, (iii) to our knowledge, any judgment, order,
      writ, injunction or decree to which it is subject, or (iv) to our
      knowledge, any material indenture, agreement or other instrument known to
      us to which NCB is a party or by which it is bound.

            In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:

            (a) In basing our opinions and other matters set forth herein "to
our knowledge," or words of similar import, the words "to our knowledge," or
such words of similar import signify that, in the course of our representation
of NCB in the transaction contemplated by the Transaction Documents and inquiry
of the lawyers within our firm familiar with the transactions contemplated by
the Transaction Documents, no information has come to our attention that would
give us actual knowledge or actual notice that any such opinions or other
matters set forth herein are not accurate. Except as otherwise stated herein, we
have undertaken no independent investigation or verification of such matters.
All opinions set forth herein are subject to, and may be limited by, future
changes in the factual matters set forth herein, and we undertake no duty to
advise you of the same.

            (b) Our opinions herein reflect only the application of applicable
New York law and the Federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

            (c) The enforceability of the Transaction Documents may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting or relating to the rights and remedies of creditors generally
including, without limitation, laws relating to fraudulent transfers or
conveyances, preferences and equitable subordination, (ii) general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing and (iv) the
qualification that certain other provisions of the Transaction Documents may be
unenforceable in whole or in part under the laws (including judicial decisions)
of the State of New York or the United States of America, but the inclusion of
such provisions does not affect the validity as against NCB of the Transaction
Documents as a whole, and the limitations on the enforceability of such
provisions in the Transaction Documents do not, in our opinion, make the
remedies and procedures otherwise provided in the Transaction Documents
inadequate for enforcing payment of the obligations governed or secured thereby
and for the practical realization of the principal rights and benefits afforded
thereby, subject to the other qualifications contained in this opinion.

            (d) We express no opinion as to:

                  (i) any provision in any of the Transaction Documents
purporting or attempting to (A) waive the defenses of forum non conveniens or
improper venue or (B) confer subject matter jurisdiction on a court not having
independent grounds therefor or (C) modify or waive the requirements for
effective service of process for any action that may be brought or (D) waive the
right of NCB or any other person to a trial by jury;

                  (ii) the effect on enforceability of any of the Transaction
Documents of any decision of an arbitration tribunal or an arbitrator pursuant
to any provision for mandatory or optional arbitration to the extent such
decision does not give effect to the terms of such Transaction Documents or to
applicable law;

                  (iii) the enforceability of (A) any rights to indemnification
provided for in the Transaction Documents which are violative of public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation); (B) any rights of setoff under the Pooling
and Service Agreement; or (C) any provisions purporting to provide to any party
the right to receive costs and expenses beyond those reasonably incurred by it;
or

                  (iv) (A) the existence or sufficiency of any party's
(including, without limitation, NCB's) rights in or title to the real or
personal property described in and encumbered by the respective Mortgage Loan
Documents relating to the Mortgage Loans (the "Collateral"); (B) the creation,
attachment or perfection of any security interest in any part of the Collateral,
or the priority of any security interest in the Collateral against any financing
statement, security interest, mortgage, lien or other encumbrance on or covering
the Collateral, or the effect of the due recording of, or failure to record,
such Mortgage Loan Documents; (C) compliance or non-compliance by NCB or any
other person or entity with federal or state securities laws (including, without
limitation, the Securities Act of 1933, the Trust Indenture Act of 1939 and the
Investment Company Act of 1940); or (D) the classification and treatment of the
Mortgage Loans and any proceeds therefrom for federal and state income tax
purposes.

            This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.

                                        Very truly yours,

<PAGE>

                                   SCHEDULE A

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036

[Co-Manager]

[Trustee]

[Fiscal Agent]

Fitch Ratings
1 State Street Plaza, 33rd Floor
New York, New York 10004

Standard & Poor's Ratings Services,
  a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041

[Co-Manager]

[Co-Manager]

[Co-Manager]


<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV
                                  (STATE FARM)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between State Farm Life Insurance Company (the "Seller"), and Morgan
Stanley Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans will have an aggregate principal balance as of the
close of business on the Cut-Off Date, after giving effect to any payments due
on or before such date, whether or not received, of $98,810,449. The sale of the
Mortgage Loans shall take place on May 27, 2004 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser for the Mortgage Loans shall equal the amount
set forth as such purchase price on Exhibit 3 hereto. The purchase price shall
be paid to the Seller by wire transfer in immediately available funds on the
Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated May 1, 2004, will be executed by the Seller and the Master
Servicer, in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

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

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents; and

            (r) With respect to any Non-Trust Serviced Pari Passu Loan, a copy
of the related Other Pooling and Servicing Agreement.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer,
any Assistant Treasurer, any Secretary or any Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Serviced Companion Loans and that are not required to be a part of the Mortgage
File and are reasonably necessary for the ongoing administration and/or
servicing of the applicable Mortgage Loan or Serviced Companion Loan (the
"Servicing File") shall be delivered by the Seller to or at the direction of the
Master Servicer, on behalf of the Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as an
      insurance company in good standing under the laws of the State of
      Illinois. The Seller has the requisite power and authority and legal right
      to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
      the Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the State Farm Information (as
      defined in that certain indemnification agreement, dated as of May 1,
      2004, between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and not to any assignee of the Purchaser or
      other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

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

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

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the initial item called for by paragraph (b) of the
definition of Mortgage File or its substitute provided for therein; or (iii) the
absence from the Mortgage File of the item called for by paragraph (h) of the
definition of Mortgage File. If any of the foregoing Material Document Defects
is discovered by the Custodian (or the Trustee if there is no Custodian), the
Trustee (or as set forth in Section 2.3(a) of the Pooling and Servicing
Agreement, the Master Servicer) will take the steps described elsewhere in this
Section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon the Seller for the cure of the Material Document
Defect or repurchase or replacement of the related Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either express or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either express or
implied) by the Seller to or for the benefit of such Person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the State Farm Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A Certificate of Authority to Transact Business for the Seller
issued by the Illinois Department of Insurance and dated not earlier than 30
days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Illinois law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Illinois and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Other Matters Relating to Non-Trust Serviced Loan Pairs.
Notwithstanding anything to the contrary in this Agreement, (i) with respect to
any Mortgage Loan that is a Non-Trust Serviced Pari Passu Loan, each of the
document delivery requirements set forth herein will be satisfied by the
delivery by the Seller of copies of each such document specified herein (other
than the Mortgage Note (and all intervening endorsements) evidencing such
Non-Trust-Serviced Pari Passu Loan, with respect to which the originals shall be
required); provided, with respect to each Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan, the document delivery requirements for (a) the
Assignment of Mortgage and any assignment of Assignment of Leases set forth
herein and (b) any of the UCC financing statements referred to in Section 2(i)
hereof will be satisfied by the delivery by the Seller of copies of such
documents made in favor of the Other Trustee pursuant to the Other Pooling and
Servicing Agreement and (ii) the Seller shall not be required to deliver a
Servicing File with respect to each Mortgage Loan that is a Non-Trust Serviced
Pari Passu Loan. For the avoidance of any doubt, the parties hereto acknowledge
and agree that nothing in this Agreement shall be construed to create a
servicing arrangement with respect any Mortgage Loan that is a Non-Trust
Serviced Pari Passu Loan other than as set forth in the Pooling and Servicing
Agreement.

            Section 10. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
One State Farm Plaza, E-7, Bloomington, Illinois 61710 Attention: David C.
Graves, Vice President - Mortgages and Real Estate (or to such other address as
the Seller may designate in writing).

            Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 12. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 16. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 17. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                        STATE FARM LIFE INSURANCE COMPANY


                                        By: ____________________________________
                                            Name:  David C. Graves
                                            Title: Vice President--Mortgages &
                                                   Real Estate

                                        MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

      (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Purchaser and has validly and effectively conveyed (or
caused to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan documents restricts the Seller's
right to transfer the Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since April 28, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

      (13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            (j) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the Seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). The Seller does not have knowledge of
any facts or circumstances which would cause a court of competent jurisdiction
to find that the Seller had "improper knowledge" (as the term is defined in
Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged Property
would fail to qualify as "foreclosure property" within the meaning of IRC
Section 860G(a)(8).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) Loan Provisions. No Mortgage Loan contains a provision that by its
terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan to not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

      (40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

Rep. #

4 Loan No. 16 (Heidelberg USA Corporate Headquarters) - The waiver of the right
of partition contained in the Tenants in Common Agreement runs to the benefit of
the Seller until the Seller has released its security interest in the property.
The Seller is not releasing such interest in connection with the related
assignment of such Mortgage, however, there can be no assurance that, if
challenged, the waiver would be deemed to run to the Seller's successors and
assigns.

6 Loan No. 47 and 48 (Ashburn Town Center) - In September, 1999, a 2.14 acre
portion of the property originally encumbered by the Mortgage securing the
original loan (Loan No. 47) was released from the lien of the Mortgage upon
payment of a release price that was applied by the holder of the Loan to
repayment of the original loan. Subsequently, on October 15, 1999, the lien of
the Mortgage was subordinated to a reciprocal easement agreement between the
Mortgagor and the owner of an adjacent (unencumbered) parcel. Both the release
of the 2.14 acre parcel and the subordination to the reciprocal easement
agreement are reflected in the loan policy insuring both the subsequent,
cross-collateralized loan (Loan No. 48) and the original loan.

12(i) Loan No. 117 (Kmart Carrollton) - No Environmental Report was prepared in
connection with the origination of this Mortgage Loan.

14 Loan No. 70 (Walther Plaza Shopping Center) - The rental loss insurance
policy insures the holder of the Mortgage for the "actual loss sustained",
without regard to the specific duration of the loss of rental income.

Loan No. 9 (Linden Place Office Building) - The rental loss insurance policy
insures the holder of the Mortgage for the "actual loss sustained", without
regard to the specific duration of the loss of rental income.

Loan No. 59 (701 Pencader Drive) - The rental loss insurance policy insures the
holder of the Mortgage for the "actual loss sustained", without regard to the
specific duration of the loss of rental income.

Loan No. 74 (Walgreens Cheltenham) - The Seller has permitted the tenant's self
insurance program to satisfy the related Mortgage Loan Documents requirements
for property insurance policies. The lease of the related Mortgaged Property to
Walgreens, the sole tenant, does not provide for any abatement of rent upon a
casualty, thus no rent loss insurance is required under the related Mortgage
Loan Documents.

Loan No. 76 (Walgreens Chesterfield) - The Seller has permitted the tenant's
self insurance program to satisfy the related Mortgage Loan Documents
requirements for property and liability insurance policies.

Loan No. 16 (Heidelberg USA Corporate Headquarters) - The Loan Document
requirement that the property insurance have a standard mortgagee clause has
been waived.. However, the Seller is named as an additional insured and is
entitled to notice from the insurer prior to a policy termination.

35 Loan No. 117 (Kmart Carrollton) - This Mortgage Loan does not contain a "due
on sale" clause.

36 Loan No. 117 (Kmart Carrollton) - No person or entity has recourse liability
for any obligation of the related Mortgagor.

Loan Nos. 46 and 47 (Ashburn Town Center) - The recourse guarantor with respect
to the obligations of the related Mortgagor is Carl M. Freeman Associates, Inc.,
an affiliate of the related Mortgagor but not a natural person.

Loan No. 70 (Walther Plaza Shopping Center) - No person or entity has recourse
liability for any obligation of the related Mortgagor.

Loan No. 35 (Hino Motors) - The recourse guarantor with respect to the
obligations of the related Mortgagor is Panattoni Investments, LLC, an affiliate
of the related Mortgagor but not a natural person.

Loan No. 33 (Buehler Retail Center) - No person or entity has recourse liability
for any obligation of the related Mortgagor.

40. Loan No. 16 (Heidelberg USA Corp. HQ) -- The related Mortgaged Property is
owned by multiple entities as tenants-in-common. The largest ownership interest,
30.77%, is owned by Mac Kennesaw Partners, L.P. The organizational documents of
this entity provide that its sole purpose is to own the related Mortgaged
Property, but do not include the other referenced covenants. The other tenant's
in common have the required provisions in their organizational documents.

Loan No. 9 (Linden Place) -- The organizational documents of this entity provide
that its sole purpose is to own the related Mortgaged Property, but do not
include the other referenced covenants.

Loan No. 70 (Walther Plaza Shopping Center) -- The related Mortgage Loan
Documents do not require that the related Mortgagor pay all reasonable costs and
expenses of the holder of the Mortgage Loan in connection with an assumption.
However, the Mortgage Loan Documents do provide that the assumption of the
Mortgage Loan is conditioned upon the buyer and seller of the Mortgaged Property
entering into an assumption agreement with the holder of the Mortgage Loan
containing such terms as the holder may reasonably require. While there is no
express provision allowing such assumption agreement to require payment of costs
and expenses, such a requirement is also not prohibited and thus could be
required in such assumption agreement.

Loan No. 23 (Market Place at South River Colony) -- The related Mortgage Loan
Documents do not require that the related Mortgagor pay all reasonable costs and
expenses of the holder of the Mortgage Loan in connection with an assumption.
However, the Mortgage Loan Documents do provide that the assumption of the
Mortgage Loan is conditioned upon the buyer and seller of the Mortgaged Property
entering into an assumption agreement with the holder of the Mortgage Loan
containing such terms as the holder may require. While there is no express
provision allowing such assumption agreement to require payment of costs and
expenses, such a requirement is also not prohibited and thus could be required
in such assumption agreement.

Loan No. 117 (Kmart Carrollton) -- This loan has no assumption provisions.

<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)

Mortgage Loan Nos. 47-48, Ashburn Town Center, are cross-defaulted with each
other, but are secured by the same mortgaged property with one mortgage.

<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE

            Purchase Price                               $97,425,634
            Accrued Interest                                $402,828
                                                         -----------
            Total                                        $97,828,462

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

                  1. Parties. The parties to this Bill of Sale are the
following:

                  Seller:     State Farm Life Insurance Company
                  Purchaser:  Morgan Stanley Capital I Inc.

                  2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

                  3. Purchase Price. The amount and other consideration set
forth on Exhibit 3 to the Mortgage Loan Purchase Agreement.

                  4. Definitions. Terms used but not defined herein shall have
the meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Bill of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                 STATE FARM LIFE INSURANCE COMPANY


                                        By: ____________________________________
                                            Name:
                                            Title:

PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention: Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7

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

                            LIMITED POWER OF ATTORNEY

                  Know all persons by these presents; that the undersigned in
its capacity as Seller, having an address of One State Farm Plaza, E-7,
Bloomington, Illinois 61710 Attention: David C. Graves, Vice President -
Mortgages and Real Estate (the "Seller"), being duly empowered and authorized to
do so, does hereby make, constitute and appoint Wells Fargo Bank, National
Association, having an address of 45 Fremont Street, 2nd Floor, San Francisco,
California 94105, Attention: Commercial Mortgage Servicing-Morgan Stanley
Capital I Inc., Commercial Mortgage Pass Through Certificates, Series 2004-IQ7
(the "General Master Servicer"), Midland Loan Services, Inc., having an address
of 10851 Mastin, Building 82, Overland Park, Kansas 66210, Suite 700, Attention:
President-Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7, (the "General Special Servicer") and LaSalle Bank
National Association, having an address of 135 South LaSalle Street, Suite 1625,
Chicago, IL 60603, Attention: Asset-Backed Securities Trust Services Group--
Morgan Stanley Capital I Inc., Series 2004-IQ7 (the "Trustee") as the true and
lawful attorneys-in-fact for the undersigned, in its name, place and stead, and
for its use and benefit:

                  1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to
the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).

                  2. This power of attorney shall be limited to the
above-mentioned exercise of power.

                  3. This instrument is to be construed and interpreted as a
limited power of attorney. The enumeration of specific items, rights, acts or
powers herein is not intended to, nor does it give rise to, and it is not
intended to be construed as, a general power of attorney.

                  4. The rights, power of authority of said attorney herein
granted shall commence and be in full force and effect on the date hereof and
such rights, powers and authority shall remain in full force and effect until
the termination of the Pooling and Servicing Agreement.

                  Capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                           STATE FARM LIFE INSURANCE  COMPANY


_____________________________           By:_____________________________________
Print Name:                             Name:
                                        Title:

STATE OF_____________________)

COUNTY OF____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.


_______________________________________
Commission Expires:

<PAGE>

                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V
                                     (WaMu)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between Washington Mutual Bank, FA (the "Seller"), and Morgan Stanley
Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis (but subject to the
Seller's proposed sale of servicing as provided in Section 2), the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of May 2004. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $863,020,894. The sale of the Mortgage Loans shall take place on
May 27, 2004 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for
the Mortgage Loans shall equal the amount set forth as such purchase price on
Exhibit 3 hereto. The purchase price shall be paid to the Seller by wire
transfer in immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated May 1, 2004, will be executed by the Seller and the Master
Servicer, in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions as are permitted by this Section) with respect to
each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse" does not modify the duties of the Seller under Section 5
hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payment of the purchase price therefor as contemplated hereby. The Mortgage File
for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

            (j) Copies of the related ground lease(s), if any, with respect to
any Mortgage Loan where the Mortgagor is the lessee under such ground lease and
there is a lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

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

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within the 90 day period specified in clauses (b),
(c), (e) or (f), as the case may be, but the Seller delivers a true and correct
copy thereof, to the Trustee as required by such clause, the Seller shall then
deliver within 180 days after the Closing Date such recorded document (or within
such longer period after the Closing Date as the Trustee may consent to, which
consent shall not be withheld so long as the Seller is, as certified in writing
to the Trustee no less than monthly, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loans after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected prior to, on or after
the Cut-Off Date shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee, in which case it shall
be at the expense of the Trustee), record or file, as the case may be, and
deliver such document or instrument in accordance with this Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller shall draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and that are reasonably
necessary for the ongoing administration and/or servicing of the applicable
Mortgage Loan or Serviced Companion Loan (the "Servicing File") shall be
delivered by the Seller to the Master Servicer or the applicable Primary
Servicer or Sub-Servicer, on its behalf, on or prior to the 75th day after the
Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis (the
foregoing, "Seller Loan Underwriting Information"). Each of the foregoing items
shall be delivered in electronic form, to the extent such document is available
in such form and such form is reasonably acceptable to the Master Servicer or
the applicable Primary Servicer or Sub-Servicer on its behalf.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller, excluding the Seller Loan Underwriting Information, shall immediately
vest in the Purchaser and its assigns, and shall be delivered promptly by the
Seller to or on behalf of either the Trustee or the Master Servicer as set forth
herein. The Seller's and Purchaser's records shall reflect the transfer of each
Mortgage Loan from the Seller to the Purchaser and its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the financial condition of the Seller's parent, Washington
Mutual Inc.("WaMu"), and access to knowledgeable financial or accounting
officers for the purpose of answering questions with respect to WaMu's financial
condition, financial statements as provided to the Purchaser or other
developments affecting the Seller's ability to consummate the transactions
contemplated hereby or otherwise affecting the Seller in any material respect.
Within 45 days after the Closing Date, the Seller shall provide the Master
Servicer or Primary Servicer, if applicable, with any additional information
identified by the Master Servicer or Primary Servicer, if applicable, as
necessary to complete the CMSA Property File, to the extent that such
information is available to the Seller.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, subject to the
exceptions set forth on Schedule A attached hereto, and hereby further
represents and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      federal savings bank organized and in good standing under the laws of the
      United States of America. The Seller has the requisite power and authority
      and legal right to own the Mortgage Loans and to transfer and convey the
      Mortgage Loans to the Purchaser and has the requisite power and authority
      to execute and deliver, engage in the transactions contemplated by, and
      perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such material agreement, contract, instrument or indenture, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in clause (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of May 1, 2004,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to the Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (including the expiration of any grace or cure periods), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect having the effect described in the preceding clause (i) or (ii),
a "Material Document Defect" and such a breach having the effect described in
the preceding clause (i) or (ii), a "Material Breach"), the party discovering
such Material Document Defect or Material Breach shall promptly notify the other
party in writing. Promptly (but in any event within three Business Days) upon
becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the Seller,
not later than 90 days from the Seller's receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or
Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
and the Seller is diligently attempting to effect such correction or cure, as
certified by the Seller in an Officer's Certificate delivered to the Trustee,
then the cure period will be extended for an additional 90 days unless, solely
in the case of a Material Document Defect, (x) such Mortgage Loan is, at the end
of the initial 90-day period, a Specially Serviced Mortgage Loan and a Servicing
Transfer Event has occurred as a result of a monetary default or as described in
clause (ii) or clause (v) of the definition of "Servicing Transfer Event" in the
Pooling and Servicing Agreement and (y) the Material Document Defect was
identified in a certification delivered to the Seller by the Trustee pursuant to
Section 2.2 of the Pooling and Servicing Agreement not less than 90 days prior
to the delivery of the notice of such Material Document Defect. The parties
acknowledge that neither delivery of a certification or schedule of exceptions
to the Seller pursuant to Section 2.2 of the Pooling and Servicing Agreement or
otherwise nor possession of such certification or schedule by the Seller shall,
in and of itself, constitute delivery of notice of any Material Document Defect
or knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day period available for cure
described in this Section 5(b) will not be violated as a result of recording
office or UCC filing office delays, other than with respect to a Material
Document Defect or Material Breach that would cause the Mortgage Loan to be
other than a "qualified mortgage" (as defined in the Code). In addition,
following the date on which such document is required to be delivered pursuant
to Section 2, upon the occurrence (and after any applicable cure or grace
period) of any of the following document defects shall be conclusively presumed
to materially and adversely to affect the interests of holders of the
Certificates in the related Mortgage Loan and be a Material Document Defect: (i)
the absence from the Mortgage File of the original signed Mortgage Note, unless
the Mortgage File contains a signed lost note affidavit and indemnity and a copy
of the Mortgage Note; (ii) the absence from the Mortgage File of the item called
for by paragraph (b) of the definition of Mortgage File; or (iii) the absence
from the Mortgage File of the item called for by paragraph (h) of the definition
of Mortgage File. If any of the foregoing Material Document Defects are
discovered by any party to the Pooling and Servicing Agreement, the Trustee (or
as set forth in the Pooling and Servicing Agreement, the Master Servicer) will,
among other things, give notice to the Rating Agencies and the parties to the
Pooling and Servicing Agreement and make demand upon the Seller for the cure of
the document defect or the repurchase or replacement of the affected Mortgage
Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price (as defined in the Pooling and Servicing Agreement), or (ii) if within the
two-year period commencing on the Closing Date, at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then, notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

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

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

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with the purchase of such Mortgage Loan or
applicable REO Property. Upon the receipt of such notice by the Seller, the
Seller shall then have the right, subject to any repurchase obligations under
Section 2.3 of the Pooling and Servicing Agreement with respect to such Mortgage
Loan, to repurchase the related Mortgage Loan or REO Property, as applicable,
from the Trust at a purchase price equal to, in the case of clause (i) of the
immediately preceding sentence, the Option Purchase Price or, in the case of
clause (ii) of the immediately preceding sentence, the amount of such offer.
Notwithstanding anything to the contrary contained in this Agreement or in the
Pooling and Servicing Agreement, the right of any Option Holder to purchase such
Mortgage Loan shall be subject and subordinate to the Seller's right to purchase
such Mortgage Loan as described in the immediately preceding sentence. The
Seller shall have five (5) Business Days from the date of its receipt of a
notice of such intention to exercise such Option or such offer to notify the
Trustee or Special Servicer, as applicable, of its intent to so purchase the
Mortgage Loan or related REO Property. The Seller shall purchase such Mortgage
Loan within four (4) Business Days from the date it sends notice of its intent
to purchase the Mortgage Loan and shall purchase such REO Property on or before
the date referenced in the offer received from the Special Servicer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or REO Property. Any sale of the
Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the REO
Property, to a Person other than the Seller shall be without (i) recourse of any
kind (either expressed or implied) by such Person against the Seller and (ii)
representation or warranty of any kind (either expressed or implied) by the
Seller to or for the benefit of such person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches described in the previous sentence. The
preceding sentence notwithstanding, the Seller shall have no obligation to pay
for any of the foregoing costs if the applicable Mortgagor has an obligation to
pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 40 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, shall promptly deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Office of
Thrift Supervision dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under the laws of the United
      States and has full corporate power and authority to enter into and
      perform its obligations under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such material agreement, contract,
      instrument or indenture, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion letter may express its reliance as to factual matters
on, among other things specified in such opinion letter, the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Washington Mutual Bank, FA, 6011 Connection Drive, Suite 600, Irving, Texas
75039, Attention: Ross Stewart, with a copy to Washington Mutual Bank, FA, 1301
Fifth Avenue, Seattle, Washington 98101, Attention: Richard Fisher and General
Counsel.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assign because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       WASHINGTON MUTUAL BANK, FA


                                       By:
                                          --------------------------------------
                                          Name: Richard Fisher
                                          Title: First Vice President

                                       MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

5. Assignment of Leases and Rents. The Assignment of Leases related to and
delivered in connection with each Mortgage Loan establishes and creates a valid
and, subject to the exceptions set forth in paragraph 13 below, enforceable
first priority collateral assignment in the related Mortgagor's interest in all
leases, sub-leases, licenses or other agreements pursuant to which any person is
entitled to occupy, use or possess all or any portion of the real property
subject to the related Mortgage, subject to legal limitations of general
applicability to commercial mortgage loans similar to the Mortgage Loan, and the
Mortgagor and each assignor of such Assignment of Leases to the Seller have the
full right to assign the same. The related assignment of any Assignment of
Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the Mortgage Loans have been modified since April 28, 2004.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after November 1, 2002,
other than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to November 1, 2002, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after November 1, 2002, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to November 1, 2002, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (d) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C. ss.ss. 1251 et seq.),
the Clean Air Act, as amended (42 U.S.C. ss.ss. 7401 et seq.), and any
regulations promulgated pursuant thereto.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)). For each Mortgaged
Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic
report which indicated a PML of less than 20% was prepared, based on a 450 or
475-year lookback with a 10% probability of exceedance in a 50-year period, at
origination for such Mortgaged Property or (ii) the improvements for the
Mortgaged Property are insured against earthquake damage. With respect to each
Mortgaged Property, such Mortgaged Property is required pursuant to the related
Mortgage to be (or the holder of the Mortgage can require that the Mortgaged
Property be), and at origination the Seller received evidence that such
Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.8606-2(b)(2) and (b) would not cause such Mortgage Loan to fail to be
a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A
attached hereto.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Prepayment Premiums. Each prepayment premium or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            40. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not to be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            41. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            42. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            43. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date. 44. Confidentiality.
There are no provisions in any Note, Mortgage or related loan documents with
respect to any Mortgage Asset, nor any other agreements or enforceable
understandings with any Mortgagor, Mortgagor principal or guarantor, which
restrict the dissemination of information regarding any Mortgagor, Mortgagor
principal, guarantor or Mortgaged Property by the owner or holder of the
Mortgage Asset or requires such owner or holder to treat any information
regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged Property as
confidential.

            44. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.


<PAGE>


                                   SCHEDULE 1
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
          REPRESENTATION AND WARRANTY NUMBER 12(d) LISTED IN EXHIBIT 2


                                      NONE


<PAGE>


                                   SCHEDULE 2
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 14 LISTED IN EXHIBIT 2



Loan
Number      Loan Name                Description of Exception
------   ---------------   ---------------------------------------------

         Driftwood Plaza   The Mortgaged Property is insured by business
                           interruption insurance coverage in an amount
                           equal to six (6) rather than (9) months of
                           operations of the Mortgaged Property.


<PAGE>


                                   SCHEDULE 3
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 36 LISTED IN EXHIBIT 2




LOAN
NUMBER       LOAN NAME                 DESCRIPTION OF EXCEPTION
------   -----------------   ---------------------------------------------

         314 HUDSON STREET   THE BORROWER IS NOT A NATURAL PERSON AND
                             THERE ARE NO GUARANTORS OF THE MORTGAGE LOAN.


LOAN
NUMBER       LOAN NAME                 DESCRIPTION OF EXCEPTION
------   -----------------   ---------------------------------------------

          CHATHAM SQUARE     THE BORROWER IS NOT A NATURAL PERSON AND
                             THERE ARE NO GUARANTORS OF THE MORTGAGE LOAN.


<PAGE>


                                   SCHEDULE 4
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 41 LISTED IN EXHIBIT 2




Loan
Number          Loan Name                     Description of Exception
------   ------------------------   --------------------------------------------

            314-316 East 63rd       The borrower under each of the loans listed
                  Street            to the left may keep its bank accounts
                                    commingled with certain bank accounts of
                                    other entities provided that the funds in
          237-247 E. 86th Street    such accounts can be readily segregated and
                                    that the ownership of all such funds may be
                                    easily ascertained. The borrower under each
          66 2nd Avenue/94th E.     loan is required to maintain separate books,
                4th Street          records, invoices and stationery


Loan
Number          Loan Name                    Description of Exception
------   ------------------------  --------------------------------------------

              Chatham Square       The borrower is a corporation organized under
                                   the jurisdiction of The Government of Hong
                                   Kong Special Administrative Region of the
                                   People's Republic of China and authorized to
                                   do business in the State of New York and is
                                   not a Single Purpose Entity


<PAGE>


                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS


Loan
Number          Loan Name                     Description of Exception
------   ------------------------  ---------------------------------------------

            314-316 East 63rd      The Seller's transfer of the Mortgage Loans
                  Street           identified to the left is subject to the
                                   Seller's retention of the right to primary
                                   service the Mortgage Loans. Further, the
                                   Seller is required, pursuant to the terms of
             237-247 E. 86th       the loan documents, to remain the primary
                  Street           servicer for each Mortgage Loan for so long
                                   as (a) the Seller remains in the business of
                                   servicing loans similar to such Mortgage Loan
                                   and (b) the Seller has not transferred the
            66 2nd Avenue/94th     servicing of such Mortgage Loan to the
              E. 4th Street        Special Servicer in connection with such
                                   Mortgage Loan becoming a Specially Serviced
                                   Mortgage Loan.


<PAGE>


                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)


                                      NONE


<PAGE>


                                    EXHIBIT 3

                                 PURCHASE PRICE


            Purchase Price                       $73,739,171
            Accrued Interest                        $290,794
                                                ------------
            Total                                $74,029,965


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE


            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     Washington Mutual Bank, FA
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies and all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the items described in clauses
      (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.


SELLER:                                WASHINGTON MUTUAL BANK, FA


                                       By:
                                          --------------------------------------
                                           Name: Richard Fisher
                                           Title: Senior Vice President


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>



                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7


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


                            LIMITED POWER OF ATTORNEY


            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 6011 Connection Drive, Suite 600,
Irving, Texas 75039, Attention: Ross Stewart (the "Seller"), being duly
empowered and authorized to do so, does hereby make, constitute and appoint
Wells Fargo Bank, National Association, having an address of 45 Fremont Street,
2nd Floor, San Francisco, California 94105, Attention: Commercial Mortgage
Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage Pass Through
Certificates, Series 2004-IQ7 (the "General Master Servicer"), Midland Loan
Services, Inc., having an address of 10851 Mastin, Building 82, Overland Park,
Kansas 66210, Suite 700, Attention: President-Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7, (the "General
Special Servicer") and LaSalle Bank National Association, having an address of
135 South LaSalle Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed
Securities Trust Services Group-- Morgan Stanley Capital I Inc., Series 2004-IQ7
(the "Trustee") as the true and lawful attorneys-in-fact for the undersigned, in
its name, place and stead, and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to
the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                          WASHINGTON MUTUAL BANK, FA


---------------------------            By:
Print Name:                               --------------------------------------
                                          Name: Richard Fisher
                                          Title: Senior Vice President

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:




<PAGE>

                                   EXHIBIT K-6

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                  (Nationwide)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between Nationwide Life Insurance Company (the "Seller"), and Morgan
Stanley Capital I Inc.(the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, (but subject to the
Seller's proposed sale of servicing as provided in Section 2) the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans and the Other Mortgage Loans will have an aggregate
principal balance as of the close of business on the Cut-Off Date, after giving
effect to any payments due on or before such date, whether or not received, of
$863,020,894. The sale of the Mortgage Loans shall take place on May 27, 2004 or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage
Loans shall equal the amount set forth as such purchase price on Exhibit 3
hereto. The purchase price shall be paid to the Seller by wire transfer in
immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated May 1, 2004, will be executed by the Seller and the Master
Servicer, in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions as are permitted by this Section) with respect to
each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse" does not modify the duties of the Seller under Section 5
hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

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

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
or Serviced Companion Loan (the "Servicing File") shall be delivered by the
Seller to the Master Servicer or the applicable Primary Servicer or
Sub-Servicer, on its behalf, on or prior to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 75
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a life
      insurance company organized and in good standing under the laws of Ohio.
      The Seller has the requisite power and authority and legal right to own
      the Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated as of May 1,
      2004, between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), is
not properly executed or is defective on its face, or if there is a breach of
any of the representations and warranties required to be made by the Seller
regarding the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other party in writing. Promptly (but
in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the item called for by paragraph (h) of the definition
of Mortgage File. If any of the foregoing Material Document Defects are
discovered by any party to the Pooling and Servicing Agreement, the Trustee (or
as set forth in the Pooling and Servicing Agreement, the Master Servicer) will,
among other things, give notice to the Rating Agencies and the parties to the
Pooling and Servicing Agreement and make demand upon the Seller for the cure of
the document defect or repurchase or replacement of the related Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

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

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

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such person.

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

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

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 40 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of Ohio dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Ohio law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Nationwide Life Insurance Company, One Nationwide Plaza, 34th floor, Columbus
Ohio 43215-2220, Attention: Blake E. West 1 - 34-09, with copies to the
attention of Randall W. May, Esq. 1-34-06

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       NATIONWIDE LIFE INSURANCE COMPANY


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


                                       MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS


            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the mortgage loans have been modified since April 28, 2004.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after November 1, 2002,
other than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to November 1, 2002, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after November 1, 2002, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to November 1, 2002, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (d) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C. ss.ss. 1251 et seq.),
the Clean Air Act, as amended (42 U.S.C. ss.ss. 7401 et seq.), and any
regulations promulgated pursuant thereto.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)). For each Mortgaged
Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic
report which indicated a PML of less than 20% was prepared, based on a 450 or
475-year lookback with a 10% probability of exceedance in a 50-year period, at
origination for such Mortgaged Property or (ii) the improvements for the
Mortgaged Property are insured against earthquake damage. With respect to each
Mortgaged Property, such Mortgaged Property is required pursuant to the related
Mortgage to be (or the holder of the Mortgage can require that the Mortgaged
Property be), and at origination the Seller received evidence that such
Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.8606-2(b)(2) and (b) would not cause such Mortgage Loan to fail to be
a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A
attached hereto.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Prepayment Premiums. Each prepayment premium or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            40. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not to be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            41. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            42. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            43. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            44. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.


<PAGE>


                                   SCHEDULE 1
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
          REPRESENTATION AND WARRANTY NUMBER 12(d) LISTED IN EXHIBIT 2


                                      NONE


<PAGE>


                                   SCHEDULE 2
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 14 LISTED IN EXHIBIT 2


Loan No(s).   Property
-----------   ---------------------

5             San Marino Apartments

22            Coligny Plaza


<PAGE>


                                   SCHEDULE 3
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 36 LISTED IN EXHIBIT 2


            As required by representation number 36 (Non-Recourse Exceptions),
the following is a list of Mortgage Loans for which either the Mortgagor or a
guarantor with respect to the related Mortgage Loan is not a natural person:


Loan No(s).   Property
-----------   -------------------

39            Park Place Cerritos


<PAGE>


                             SCHEDULE 4 TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 41 LISTED IN EXHIBIT 2


            As required by representation number 41 (Single Purpose Entities),
the following is a list of Mortgage Loans for which the related Mortgagor was,
as of the origination date, a Single Purpose Entity:


Except for the Coligny Plaza mortgagor, the mortgagor with respect to each
Nationwide mortgage loan is a Single Purpose Entity.


<PAGE>


                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS


7. Condition of Property: Long Beach Sav-On: The single tenant for this deal,
Save-On Drug Store, is scheduled to open May 21, 2004. The lease has commenced
and rent payments started in Feb 04 and the Borrower has executed a full lease
guarantee of the Mortgage Loan, which will remain in place until such time that
Save-On is open for business. Since the property is still under construction,
there has been no Engineering Report.

30. Junior Liens: Coligny Plaza : B-Note for $2,500,000 with Nationwide and
Borrower has a line of credit with BB&T which can not exceed $2,000,000.


<PAGE>


                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)


                                      NONE


<PAGE>


                                    EXHIBIT 3

                                 PURCHASE PRICE


            Purchase Price                      $70,295,546
            Accrued Interest                    $   287,689
                                                ----------------
            Total                               $70,583,235


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     Nationwide Life Insurance Company
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3.____Purchase Price. The amount and other consideration set forth
on Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4.____Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                NATIONWIDE LIFE INSURANCE COMPANY


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention: President-Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc., Series 2004-IQ7

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


                          LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of One Nationwide Plaza, 34th Floor,
Columbus, Ohio 43215-2220, Attention: Blake E. West 1-34-09 (the "Seller"),
being duly empowered and authorized to do so, does hereby make, constitute and
appoint Wells Fargo Bank, National Association, having an address of 45 Fremont
Street, 2nd Floor, San Francisco, California 94105, Attention: Commercial
Mortgage Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage Pass
Through Certificates, Series 2004-IQ7 (the "General Master Servicer"), Midland
Loan Services, Inc., having an address of 10851 Mastin, Building 82, Overland
Park, Kansas 66210, Suite 700, Attention: President-Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7, (the
"General Special Servicer") and LaSalle Bank National Association, having an
address of 135 South LaSalle Street, Suite 1625, Chicago, IL 60603, Attention:
Asset-Backed Securities Trust Services Group-- Morgan Stanley Capital I Inc.,
Series 2004-IQ7 (the "Trustee") as the true and lawful attorneys-in-fact for the
undersigned, in its name, place and stead, and for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to
the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                          NATIONWIDE LIFE INSURANCE
                                       COMPANY

---------------------------            By
Print Name:                              ---------------------------------------
                                         Name:
                                         Title:

STATE OF______________________)

COUNTY OF_____________________)


On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



<PAGE>

                                   EXHIBIT K-7

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VII
                                   (Principal)


            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between Principal Commercial Funding, LLC (the "Seller"), and Morgan
Stanley Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans will have an aggregate principal balance as of the
close of business on the Cut-Off Date, after giving effect to any payments due
on or before such date, whether or not received, of $65,850,853. The sale of the
Mortgage Loans shall take place on May 27, 2004 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser for the Mortgage Loans shall equal the amount
set forth as such purchase price on Exhibit 3 hereto. The purchase price shall
be paid to the Seller by wire transfer in immediately available funds on the
Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated May 1, 2004, will be executed by the Seller and the Master
Servicer, in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date, together with all of the Seller's right, title and
interest in and to the proceeds of any related environmental insurance policies
related to the Mortgage Loans. The Mortgage Loan Schedule, as it may be amended
from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the Master Servicer and the Special Servicer to
empower the Trustee, the Master Servicer and, in the event of the failure or
incapacity of the Trustee and the Master Servicer, the Special Servicer, to
submit for recording, at the expense of the Seller, any mortgage loan documents
required to be recorded as described in the Pooling and Servicing Agreement and
any intervening assignments with evidence of recording thereon that are required
to be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

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

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

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

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

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

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

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the General Master Servicer or the applicable Primary
Servicer, the Seller will draw on such letter of credit as directed by the
General Master Servicer or such Primary Servicer in such notice to the extent
the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans or
Serviced Companion Loans and that are not required to be a part of the Mortgage
File and are reasonably necessary for the ongoing administration and/or
servicing of the applicable Mortgage Loan or Serviced Companion Loan (the
"Servicing File") shall be delivered by the Seller to or at the direction of the
Master Servicer, on behalf of the Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      limited liability company in good standing under the laws of the State of
      Delaware. The Seller has the requisite power and authority and legal right
      to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
      the Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization, limited liability
      company operating agreement or by-laws, (B) any term or provision of any
      material agreement, contract, instrument or indenture to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C) after
      giving effect to the consents or taking of the actions contemplated in
      subsection (iii), any law, rule, regulation, order, judgment, writ,
      injunction or decree of any court or governmental authority having
      jurisdiction over the Seller or its assets, except where in any of the
      instances contemplated by clauses (B) or (C) above, any conflict, breach
      or default, or creation or imposition of any lien, charge or encumbrance,
      will not have a material adverse effect on the consummation of the
      transactions contemplated hereby by the Seller or materially and adversely
      affect its ability to perform its obligations and duties hereunder or
      result in any material adverse change in the business, operations,
      financial condition, properties or assets of the Seller, or in any
      material impairment of the right or ability of the Seller to carry on its
      business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of May 1, 2004,
      between the Seller, Principal Life Insurance Company, the Purchaser, the
      Underwriters and the Initial Purchaser (the "Indemnification Agreement"))
      relating to the Mortgage Loans does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading (when read together with the Final Prospectus
      Supplement, in the case of Public Certificates, or when read together with
      the Memorandum, in the case of the Private Certificates). Notwithstanding
      anything contained herein to the contrary, this subparagraph (vii) shall
      run exclusively to the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is not
properly executed or is defective on its face, or if there is a breach of any of
the representations and warranties required to be made by the Seller regarding
the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect" and such a breach described in the preceding
clause (i) or (ii) a "Material Breach"), the party discovering such Material
Document Defect or Material Breach shall promptly notify, in writing, the other
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is not less than 0.10x below the lesser of
(x) the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loans(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) the debt service coverage ratio for all such
other Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters prior to such repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loans(s)) as of the
date of repurchase or replacement. The determination of the Master Servicer as
to whether either of the conditions set forth above has been satisfied shall be
conclusive and binding in the absence of manifest error. The Master Servicer
will be entitled to cause, or direct the Seller to cause, to be delivered to the
Master Servicer at the Seller's expense (i) an Appraisal of any or all of the
related Mortgaged Properties for purposes of determining whether the condition
set forth in clause (2) above has been satisfied, in each case at the expense of
the Seller if the scope and cost of the Appraisal is approved by the Seller
(such approval not to be unreasonably withheld) and (ii) an Opinion of Counsel
that not requiring the repurchase of each such Crossed Mortgage Loan will not
result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to forbear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan
or Mortgage Loans held by such party, then both parties shall forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either express or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either express or
implied) by the Seller to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the Special Servicer on its behalf) shall
give written notice within three Business Days to the Seller of its discovery of
any Material Document Defect or Material Breach and prompt written notice to the
Seller in the event that any Mortgage Loan becomes a Specially Serviced Mortgage
Loan (as defined in the Pooling and Servicing Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of Seller's Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization, limited liability company operating agreement and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of Delaware dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Delaware law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
Andrew Berman, with a copy to Michelle Wilke (or such other address as may
hereafter be furnished in writing by the Purchaser), or (ii) if to the Seller,
addressed to the Seller at Principal Commercial Funding, LLC, 801 Grand Avenue,
Des Moines, Iowa 50392, Attention: Margie A. Custis, Senior Vice
President/Managing Director, with a copy to Leanne S. Valentine, Esq.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       PRINCIPAL COMMERCIAL FUNDING, LLC


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
to the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since April 28, 2004.

            7. Condition of Property; Condemnation. With respect to (i) the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report issued after the first day of the month that is 18 months
prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or a comparable form as adopted in the
applicable jurisdiction) lender's title insurance policy, a pro forma policy or
a marked-up title insurance commitment (on which the required premium has been
paid) which evidences such title insurance policy (the "Title Policy") in the
original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date as set forth on
Schedule A to this Exhibit 2, an environmental site assessment, or an update of
a previous such report, was performed with respect to each Mortgaged Property in
connection with the origination or the acquisition of the related Mortgage Loan,
a report of each such assessment (or the most recent assessment with respect to
each Mortgaged Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and adverse
environmental condition or circumstance affecting any Mortgaged Property that
was not disclosed in such report. Each Mortgage requires the related Mortgagor
to comply with all applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) environmental
insurance covering such condition was obtained or must be maintained until the
condition is remediated or (iii) the related Mortgagor was required either to
provide additional security that was deemed to be sufficient by the originator
in light of the circumstances and/or to establish an operations and maintenance
plan. In connection with the origination of each Mortgage Loan, each
environmental consultant has represented in such Environmental Report or in a
supplement letter that the environmental assessment of the applicable Mortgaged
Property was conducted utilizing generally accepted Phase I industry standards
using the American Society for Testing and Materials (ASTM) Standard Practice E
1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C.ss.ss.9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C.ss.ss.6901 et
      seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C.ss.ss.6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C.ss.ss.1251 et seq.), the Clean Air Act as amended (42
      U.S.C.ss.ss.1251 et seq.) and any regulations promulgated pursuant
      thereto.

Each Mortgage requires the related Mortgagor to comply with all applicable
federal, state and local environmental laws or regulations.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreement.

            14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

            15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

            (i) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (ii) The lessee's interest in such Ground Lease is not subject to
      any liens or encumbrances superior to, or of equal priority with, the
      related Mortgage, other than Permitted Encumbrances;

            (iii) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (iv) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (v) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (vi) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (vii) Such Ground Lease has an original term (including any
      extension options set forth therein) which extends not less than twenty
      years beyond the Stated Maturity Date of the related Mortgage Loan;

            (viii)Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            (ix) Such Ground Lease does not impose any restrictions on
      subletting which would be viewed as commercially unreasonable by prudent
      commercial mortgage lenders lending on a similar Mortgaged Property in the
      lending area where the Mortgaged Property is located; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            (x) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            22. No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            23. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            27. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            37. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). The Seller does not have knowledge of
any facts or circumstances which would cause a court of competent jurisdiction
to find that the Seller had "improper knowledge" (as the term is defined in
Treasury Regulation 1.856-6(b)(3)) such that the related Mortgaged Property
would fail to qualify as "foreclosure property" within the meaning of IRC
Section 860G(a)(8).

            38. Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            39. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan to not be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            40. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            41. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            42. Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.


<PAGE>


                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

<TABLE>
<CAPTION>

Rep. No.                         Loan No.                  (i) Explanation
---------------          ------------------------          -----------------------------------------
<S>                      <C>                               <C>
7. Condition of              Loan No. 753772               The improvements on the related Mortgage
Property                   (Northtowne Shopping            Property violate the building setback by
                                 Center)                   five (5) feet. The zoning letter received
                                                           indicates no violations, and the building
                                                           was reconfigured in 1984. The LTV would
                                                           increase from 66.1% to 70.5% in the event
                                                           that the building would have to be rebuilt
                                                           per the current zoning code.

14(a). Insurance             Loan No. 753832               The related Mortgage Property is occupied
                             (2345 West 103rd              by a single tenant, Walgreen's Co.
                                 Street)                   Walgreen's Co. self-insures for fire and
                                                           extended perils. Walgreen's may
                                                           self-insure provided it has a net worth of
                                                           $100,000,000.

14(b). Insurance             Loan No. 753832               Loss of rents coverage was waived, as rent
                             (2345 West 103rd              cannot be abated due to a casualty under
                                 Street)                   the terms of the Walgreen's Co. lease.
                                                           Walgreen's Co. is self-insuring the related
                                                           Mortgage Property pursuant to the terms of
                                                           its lease.

25. Releases of              Loan No. 753844               A release of a portion of the related
Mortgaged                   (Mesa Tech Center)             Mortgage Property that was not valued in
Property                                                   the appraisal is permitted, subject to
                                                           certain legal and underwriting requirements
                                                           and an opinion of tax counsel. No pay down
                                                           of the loan is required in conjunction with
                                                           the release.

38. Non-Recourse             Loan No. 753772               This Mortgage Loan does not have a natural
Exceptions                 (Northtowne Shopping            person liable for any of the recourse
                                 Center)                   carve-outs.
</TABLE>


<PAGE>


                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)


                                      NONE


<PAGE>


                                    EXHIBIT 3

                                 PURCHASE PRICE


            Purchase Price                      $65,325,079
            Accrued Interest                    $274,828
                                                ----------------
            Total                               $65,599,907


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     Principal Commercial Funding, LLC
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                PRINCIPAL COMMERCIAL FUNDING, LLC


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:


Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7


--------------------------------------------------------------------------------


                            LIMITED POWER OF ATTORNEY


            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 801 Grand Avenue, Des Moines, Iowa
50392, Attention: Margie A. Custis, with a copy to Leanne S. Valentine, Esq.
(the "Seller"), being duly empowered and authorized to do so, does hereby make,
constitute and appoint Wells Fargo Bank, National Association, having an address
of 45 Fremont Street, 2nd Floor, San Francisco, California 94105, Attention:
Commercial Mortgage Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage
Pass Through Certificates, Series 2004-IQ7 (the "General Master Servicer"),
Midland Loan Services, Inc., having an address of 10851 Mastin, Building 82,
Overland Park, Kansas 66210, Suite 700, Attention: President-Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7,
(the "General Special Servicer") and LaSalle Bank National Association, having
an address of 135 South LaSalle Street, Suite 1625, Chicago, IL 60603,
Attention: Asset-Backed Securities Trust Services Group-- Morgan Stanley Capital
I Inc., Series 2004-IQ7 (the "Trustee") as the true and lawful attorneys-in-fact
for the undersigned, in its name, place and stead, and for its use and benefit:

            1. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement, dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as Depositor, the
General Master Servicer, the General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, the
Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to the Trust and
any intervening assignments with evidence of recording thereon that are required
to be included in the Mortgage File (so long as original counterparts have
previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                          PRINCIPAL COMMERCIAL FUNDING,
LLC

---------------------------            By:
Print Name:                               --------------------------------------
                                       Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



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                                   EXHIBIT K-8

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VIII
                                     (TIAA)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of May
1, 2004, between Teachers Insurance and Annuity Association of America (the
"Seller"), and Morgan Stanley Capital I Inc. (the "Purchaser").

            The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2004, between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Midland Loan Services, Inc., as General Special Servicer, NCB, FSB, as NCB
Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar and ABN AMRO Bank, N.V., as Fiscal Agent. In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser, the
Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-IQ7 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

            The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and
Class D Certificates (the "Public Certificates") will be sold by the Purchaser
to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Greenwich Capital
Markets, Inc. and WaMu Capital Corp. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated May 19, 2004 (the "Underwriting Agreement"), and the Class
X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class EI, Class R-I, Class R-II and Class R-III
Certificates (collectively, the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated (the "Initial Purchaser")
pursuant to a Certificate Purchase Agreement, between the Purchaser and the
Initial Purchaser, dated May 19, 2004 (the "Certificate Purchase Agreement").
The Underwriters will offer the Public Certificates for sale publicly pursuant
to a Prospectus dated May 11, 2004, as supplemented by a Prospectus Supplement
dated May 19, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates (other than the Class R-I, Class
R-II and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of May 19, 2004 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of
May 2004. The Mortgage Loans and the Other Mortgage Loans will have an aggregate
principal balance as of the close of business on the Cut-Off Date, after giving
effect to any payments due on or before such date, whether or not received, of
$863,020,894. The sale of the Mortgage Loans shall take place on May 27, 2004 or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage
Loans shall equal the amount set forth as such purchase price on Exhibit 3
hereto. The purchase price shall be paid to the Seller by wire transfer in
immediately available funds on the Closing Date.

            On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).

            Section 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, all the right, title and interest of the
Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule as
of the Closing Date. The Mortgage Loan Schedule, as it may be amended from time
to time on or prior to the Closing Date, shall conform to the requirements of
this Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Trustee shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions as are permitted by this Section) with respect to
each Mortgage Loan (each, a "Mortgage File"). (The Seller acknowledges that the
term "without recourse" does not modify the duties of the Seller under Section 5
hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7, without recourse, representation or
warranty" or if the original Mortgage Note is not included therein, then a lost
note affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if such original modification,
consolidation and extension agreements have been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, true copies of such modifications,
consolidations and extensions certified by the Seller together with (i) in the
case of a delay caused by the public recording office, an Officer's Certificate
of the Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such a copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-IQ7";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Officer's Certificate (as defined below) of the Seller stating that such
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form, signed by the holder of record in favor of "LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7," which assignment may be effected in
the related Assignment of Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
certified by the title company with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a preliminary title report with
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including without limitation, each related
Intercreditor Agreement), if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if the applicable Primary Servicer (or Master Servicer) has
agreed to assign the applicable letter of credit to the Trust or at the
direction of the Special Servicer to such party as the Special Servicer may
instruct in the event a successor to the party holding such letter of credit is
appointed pursuant to the related Primary Servicing Agreement or the Pooling and
Servicing Agreement, as applicable, in each case, at the expense of the
predecessor Primary Servicer (or predecessor Master Servicer). The Primary
Servicer (or Master Servicer) has agreed to indemnify the Trust for any loss
caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d), (e) and (f) may be in the form of a single
instrument assigning the Mortgage and the Assignment of Leases to the extent
permitted by applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
or Serviced Companion Loan (the "Servicing File") shall be delivered by the
Seller to the Master Servicer or the applicable Primary Servicer or
Sub-Servicer, on its behalf, on or prior to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 75
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 3. Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 4. Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      non-profit legal reserve life insurance company organized and in good
      standing under the laws of New York. The Seller has the requisite power
      and authority and legal right to own the Mortgage Loans and to transfer
      and convey the Mortgage Loans to the Purchaser and has the requisite power
      and authority to execute and deliver, engage in the transactions
      contemplated by, and perform and observe the terms and conditions of, this
      Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated as of May 1,
      2004, between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 5. Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), is
not properly executed or is defective on its face, or if there is a breach of
any of the representations and warranties required to be made by the Seller
regarding the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other party in writing. Promptly (but
in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the item called for by paragraph (h) of the definition
of Mortgage File. If any of the foregoing Material Document Defects are
discovered by any party to the Pooling and Servicing Agreement, the Trustee (or
as set forth in the Pooling and Servicing Agreement, the Master Servicer) will,
among other things, give notice to the Rating Agencies and the parties to the
Pooling and Servicing Agreement and make demand upon the Seller for the cure of
the document defect or repurchase or replacement of the related Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is not less than 0.10x below the lesser of
(x) the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loans(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) the debt service coverage ratio for all such
other Mortgage Loans that are cross-collateralized and cross-defaulted with one
another (including the Affected Loan(s)) for the four preceding calendar
quarters prior to such repurchase or replacement (determined as provided in the
definition of Debt Service Coverage Ratio in the Pooling and Servicing
Agreement, except that net cash flow for such four calendar quarters, rather
than year-end, shall be used), and (2) the loan-to-value ratio for all such
other Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10%
more than the greater of (x) the loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) the loan-to-value
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loans(s)) as of the
date of repurchase or replacement. The determination of the Master Servicer as
to whether either of the conditions set forth above has been satisfied shall be
conclusive and binding in the absence of manifest error. The Master Servicer
will be entitled to cause, or direct the Seller to cause, to be delivered to the
Master Servicer at the Seller's expense (i) an Appraisal of any or all of the
related Mortgaged Properties for purposes of determining whether the condition
set forth in clause (2) above has been satisfied, in each case at the expense of
the Seller if the scope and cost of the Appraisal is approved by the Seller
(such approval not to be unreasonably withheld) and (ii) an Opinion of Counsel
that not requiring the repurchase of each such Crossed Mortgage Loan will not
result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to forbear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan
or Mortgage Loans held by such party, then both parties shall forbear from
exercising such remedies until the loan documents evidencing and securing the
relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing Agreement to remove the threat of impairment as a result
of the exercise of remedies. Any reserve or other cash collateral or letters of
credit securing the Cross-Collateralized Loans shall be allocated between such
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. The Seller shall be notified promptly and in writing by
(i) the Trustee of any notice that it receives that an Option Holder intends to
exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of the Pooling and Servicing Agreement and (ii) the
Special Servicer of any offer that it receives to purchase the applicable REO
Property, each in connection with such liquidation. Upon the receipt of such
notice by the Seller, the Seller shall then have the right, subject to any
repurchase obligations under Section 2.3 of the Pooling and Servicing Agreement
with respect to such Mortgage Loan, to repurchase the related Mortgage Loan or
REO Property, as applicable, from the Trust at a purchase price equal to, in the
case of clause (i) of the immediately preceding sentence, the Option Purchase
Price or, in the case of clause (ii) of the immediately preceding sentence, the
amount of such offer. Notwithstanding anything to the contrary contained in this
Agreement or in the Pooling and Servicing Agreement, the right of any Option
Holder to purchase such Mortgage Loan shall be subject and subordinate to the
Seller's right to purchase such Mortgage Loan as described in the immediately
preceding sentence. The Seller shall have five (5) Business Days from the date
of its receipt of a notice of such intention to exercise such Option or such
offer to notify the Trustee or Special Servicer, as applicable, of its intent to
so purchase the Mortgage Loan or related REO Property. The Seller shall purchase
such Mortgage Loan within four (4) Business Days from the date it sends notice
of its intent to purchase the Mortgage Loan and shall purchase such REO Property
on or before the date referenced in the offer received from the Special
Servicer. The Special Servicer shall be obligated to provide the Seller with any
appraisal or other third party reports relating to the Mortgaged Property within
its possession to enable the Seller to evaluate the Mortgage Loan or REO
Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan
and sale of the REO Property, to a Person other than the Seller shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 40 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Master Servicer or the applicable Special Servicer on its
behalf) shall give written notice within three Business Days to the Seller of
its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 100 Maiden
Lane, New York, NY 10038 at 9:00 a.m., New York time, on the Closing Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Memorandum and the Prospectus Supplement agrees with the records of the Seller.

            (i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            (j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

            (k) Such other certificates of the Purchaser's officers or others
and such other documents to evidence fulfillment of the conditions set forth in
this Agreement as the Seller or its counsel may reasonably request.

            (l) An executed Bill of Sale in the form attached hereto as Exhibit
4.

            Section 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated May 1, 2004.

            Section 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Teachers Insurance and Annuity Association of America, 730 Third Avenue, New
York, New York 10018, Attention: Associate Director-CMBS Marketing with copies
to the V.P.-Mortgage and Real Estate Law.

            Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            Section 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

            Section 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

            Section 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

            Section 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                       TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


                                       MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS


            1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

            2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

            4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property, or the
failure to have filed and/or recorded Uniform Commercial Code financing
statements prior to the Closing Date will not have a material adverse effect on
the value of the Mortgaged Properties. Notwithstanding the foregoing, no
representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items
or actions other than the filing of Uniform Commercial Code financing statements
are required in order to effect such perfection.

            5. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or (except for Permitted Encumbrances)
subordinated in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the mortgage loans have been modified since April 28, 2004.

            7. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination of each Mortgage Loan (except in
certain cases where the Mortgaged Property was newly constructed). With respect
to each Mortgaged Property securing a Mortgage Loan that was the subject of a
property inspection report or a Certificate of Substantial Completion or an
Architect's Certificate of Completion prepared on or after November 1, 2002,
other than as disclosed in such property inspection report or Certificate of
Substantial Completion or an Architect's Certificate of Completion, each such
Mortgaged Property is, to the Seller's knowledge, free and clear of any damage
(or adequate reserves therefor have been established) that would materially and
adversely affect its value as security for the related Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to November 1, 2002, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            8. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

            10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            12. Environmental Conditions. An environmental site assessment
meeting ASTM standards and assessing all hazards generally assessed for similar
properties (as of the date of such assessment), including type, use and tenants
for such similar properties ("Environmental Report") was performed with respect
to each Mortgaged Property in connection with the origination or securitization
of each Mortgage Loan.

            (a) With respect to the Mortgaged Properties for which the
Environmental Reports were prepared on or after November 1, 2002, other than as
disclosed in the related Environmental Report therefor, to the Seller's
knowledge, (X) no Hazardous Material is present on such Mortgaged Property, such
that (1) the value, use or operations of such Mortgaged Property is materially
and adversely affected, or (2) under applicable federal, state or local law, (i)
such Hazardous Material could be required to be eliminated, remediated or
otherwise responded to at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or transferred or
(ii) the presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such Mortgaged
Property, or the holders of a security interest therein, to liability for the
cost of eliminating, remediating or otherwise responding to such Hazardous
Material or the hazard created thereby at a cost or in a manner materially and
adversely affecting the value, use or operations of the Mortgaged Property, and
(Y) such Mortgaged Property is in material compliance with all applicable
federal, state and local laws and regulations pertaining to Hazardous Materials
or environmental hazards, any noncompliance with such laws or regulations does
not have a material adverse effect on the value, use or operations of such
Mortgaged Property and neither Seller nor, to the Seller's knowledge, the
related Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (b) With respect to the remaining Mortgaged Properties for which the
Environmental Reports were prepared prior to November 1, 2002, (X) no Hazardous
Material is present on such Mortgaged Property, such that (1) the value, use or
operations of such Mortgaged Property is materially and adversely affected, or
(2) under applicable federal, state or local law and regulations, (a) such
Hazardous Material could be required to be eliminated, remediated or otherwise
responded to at a cost or in a manner materially and adversely affecting the
value, use or operations of the Mortgaged Property before such Mortgaged
Property could be altered, renovated, demolished or transferred or (b) the
presence of such Hazardous Material could (upon action by the appropriate
governmental authorities) subject the owner of such Mortgaged Property, or the
holders of a security interest therein, to liability for the cost of
eliminating, remediating or otherwise responding to such Hazardous Material or
the hazard created thereby at a cost or in a manner materially and adversely
affecting the value, use or operations of the Mortgaged Property, and (Y) such
Mortgaged Property is in material compliance with all applicable federal, state
and local laws and regulations pertaining to Hazardous Materials or
environmental hazards, any noncompliance with such laws or regulations does not
have a material adverse effect on the value, use or operations of such Mortgaged
Property and neither Seller nor, to the Seller's knowledge, the related
Mortgagor or any current tenant thereon, has received any notice of any
violation or potential violation of any such law or regulation. With respect to
any condition disclosed in an Environmental Report, which condition constituted
a violation of applicable laws or regulations or would materially and adversely
affect the value, use or operations of the related Mortgaged Property if not
remedied, such condition has either been satisfactorily remedied, consistent
with prudent commercial mortgage lending practices, or the applicable loan
documents contain provisions which address such condition to the satisfaction of
the Seller, consistent with prudent commercial mortgage lending practices, and
adequate funding or resources, consistent with prudent commercial mortgage
lending practices, were available to remedy or otherwise respond to such
condition.

            (c) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (d) In the case of each Mortgage Loan set forth on Schedule 1 to
this Exhibit 2, (i) such Mortgage Loan is the subject of a secured creditor
impaired property policy or a commercial real estate pollution liability policy,
issued by the issuer set forth on Schedule 1 (the "Policy Issuer") and effective
as of the date thereof (the "Environmental Insurance Policy"), (ii) the
Environmental Insurance Policy is in full force and effect, (iii) on the
effective date of the Environmental Insurance Policy, Seller as originator had
no knowledge of any material and adverse environmental condition or circumstance
affecting the Mortgaged Property that was not disclosed to the Policy Issuer in
one or more of the following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer or (c) an engineering or
other report provided to the Policy Issuer and (iv) the premium of any
Environmental Insurance Policy has been paid through the term of such policy.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C. ss.ss. 1251 et seq.),
the Clean Air Act, as amended (42 U.S.C. ss.ss. 7401 et seq.), and any
regulations promulgated pursuant thereto.

            13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            14. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a fire and extended perils insurance policy providing coverage
against loss or damage sustained by reason of fire, lightning, hail, windstorm
(with respect to the Mortgage Loans set forth on Schedule 2 attached hereto),
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles
and smoke, and, to the extent required as of the date of origination by the
originator of such Mortgage Loan consistent with its normal commercial mortgage
lending practices, against other risks insured against by persons operating like
properties in the locality of the Mortgaged Property, in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements on the Mortgaged Property, and with no
provisions for a deduction for depreciation in respect of awards for the
reconstruction of the improvements, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy or
coverage, in an amount at least equal to nine (9) months of operations of the
Mortgaged Property; and (c) a flood insurance policy (if any portion of
buildings or other structures (excluding parking) on the Mortgaged Property are
located in an area identified by the Federal Emergency Management Agency
("FEMA") as a special flood hazard area (which "special flood hazard area" does
not include areas designated by FEMA as Zones B, C or X)). For each Mortgaged
Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic
report which indicated a PML of less than 20% was prepared, based on a 450 or
475-year lookback with a 10% probability of exceedance in a 50-year period, at
origination for such Mortgaged Property or (ii) the improvements for the
Mortgaged Property are insured against earthquake damage. With respect to each
Mortgaged Property, such Mortgaged Property is required pursuant to the related
Mortgage to be (or the holder of the Mortgage can require that the Mortgaged
Property be), and at origination the Seller received evidence that such
Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            15. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            17. Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate (the "Fee Interest") or the
related Mortgage Loan is secured in whole or in part by the interest of the
related Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"), and if secured in whole or in part by a Ground Lease, either
(1) the ground lessor's fee interest is subordinated to the lien of the Mortgage
and the Mortgage will not be subject to any lien or encumbrances on the ground
lessor's fee interest, other than Permitted Encumbrances, and the holder of the
Mortgage is permitted to foreclose the ground lessor's fee interest within a
commercially reasonable time period or (2) the following apply to such Ground
Lease:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            (c) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            (d) Such Ground Lease is in full force and effect, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            (f) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            (g) Such Ground Lease has an original term, along with any
      extensions set forth in such Ground Lease, not less than 10 years beyond
      the full amortization term of the Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            (j) Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            (k) Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            18. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            22. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            23. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            24. Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            25. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.8606-2(b)(2) and (b) would not cause such Mortgage Loan to fail to be
a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents with respect to each Mortgage Loan require the related
Mortgagor to bear the cost of such opinion.

            26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            27. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A
attached hereto.

            28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

            29. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

            31. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended.

            32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            35. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            37. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            38. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). Each Mortgaged Property will qualify as
foreclosure property within the meaning of Section 856(e) of the Code if
obtained by foreclosure or deed in lieu of foreclosure.

            39. Prepayment Premiums. Each prepayment premium or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            40. Loan Provisions. No Mortgage Loan contains a provision that by
its terms would automatically or at the unilateral option of the Mortgagor cause
such Mortgage Loan not to be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            41. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            42. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            43. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            44. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.


<PAGE>


                                   SCHEDULE 1
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
          REPRESENTATION AND WARRANTY NUMBER 12(d) LISTED IN EXHIBIT 2


                                      NONE


<PAGE>


                                   SCHEDULE 2
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 14 LISTED IN EXHIBIT 2


                                      NONE


<PAGE>


                                   SCHEDULE 3
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 36 LISTED IN EXHIBIT 2


Loan No(s).   Property
-----------   -------------------------------

14            Brandywine Commons II

20            Shoppes at Easton

24            Turfway Crossing

50            Oakland Commons Shopping Center


<PAGE>


                                   SCHEDULE 4
                                  TO EXHIBIT 2

                   LIST OF INDIVIDUAL MORTGAGE LOANS REGARDING
            REPRESENTATION AND WARRANTY NUMBER 41 LISTED IN EXHIBIT 2

            As required by representation number 41 (Single Purpose Entities),
the following is a list of Mortgage Loans for which the related Mortgagor was,
as of the origination date, a Single Purpose Entity:

The mortgagor with respect to each TIAA mortgage loan is a Single Purpose
Entity.


<PAGE>


                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS


                                      NONE


<PAGE>


                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)


                                      NONE


<PAGE>


                                    EXHIBIT 3

                                 PURCHASE PRICE


            Purchase Price                      $65,325,079
            Accrued Interest                    $   274,828
                                                ----------------
            Total                               $65,599,907


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     Teachers Insurance and Annuity Association of
                              America
                  Purchaser:  Morgan Stanley Capital I Inc.

            2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of May 1, 2004 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of May, 2004.

SELLER:                                TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:


Wells Fargo Bank, National Association
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

Midland Loan Services, Inc.
10851 Mastin
Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President-Morgan Stanley Capital I Inc.
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attention:  Asset-Backed Securities Trust Services Group
            Morgan Stanley Capital I Inc., Series 2004-IQ7


--------------------------------------------------------------------------------


                            LIMITED POWER OF ATTORNEY


            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 730 Third Avenue, New York, New York
10018 (the "Seller"), being duly empowered and authorized to do so, does hereby
make, constitute and appoint Wells Fargo Bank, National Association, having an
address of 45 Fremont Street, 2nd Floor, San Francisco, California 94105,
Attention: Commercial Mortgage Servicing-Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass Through Certificates, Series 2004-IQ7 (the "General
Master Servicer"), Midland Loan Services, Inc., having an address of 10851
Mastin, Building 82, Overland Park, Kansas 66210, Suite 700, Attention:
President-Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7, (the "General Special Servicer") and LaSalle Bank
National Association, having an address of 135 South LaSalle Street, Suite 1625,
Chicago, IL 60603, Attention: Asset-Backed Securities Trust Services Group--
Morgan Stanley Capital I Inc., Series 2004-IQ7 (the "Trustee") as the true and
lawful attorneys-in-fact for the undersigned, in its name, place and stead, and
for its use and benefit:

            1. To empower the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement, dated as of May 1, 2004 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee and ABN AMRO Bank, N.V., as Fiscal Agent, with respect to
the Trust and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage File (so long as original
counterparts have previously been delivered to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.

            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May 2004.

Witnessed by:                          TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA

---------------------------            By:
Print Name:                               --------------------------------------
                                       Name:
                                       Title:


STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



<PAGE>

                                    EXHIBIT L

                                    Reserved

<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDERS REPORT

                                                                      EXHIBIT M

<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
135 S. LaSalle Street Suite 1625                           Series 2004-IQ7                           Prior Payment:              N/A
Chicago, IL   60603                                                                                  Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>

                                                        ABN AMRO Acct: XXXXXX
<TABLE>
<CAPTION>
Administrator:                                                                                        Analyst:
                                                 Reporting Package Table of Contents
<S>                                        <C>                                            <C>
====================================================================================================================================

  ======================================   ============================================   ==========================================
                                                                                Page(s)
  Issue Id:                    MOR04IQ7    REMIC Certificate Report                       Closing Date:                  05/27/2004
  Monthly Data File Name:                  Bond Interest Reconciliation                   First Payment Date:            06/15/2004
               MOR04IQ7_YYYYMM_3.zip       Cash Reconciliation Summary                    Assumed Final Payment Date:    06/15/2034
                                           15 Month Historical Loan Status
                                            Summary
  ======================================                                                  ==========================================
                                           15 Month Historical Payoff/Loss
                                            Summary
                                           Historical Collateral Level
                                            Prepayment Report
                                           Delinquent Loan Detail
                                           Mortgage Loan Characteristics
                                           Loan Level  Detail
                                           Specially Serviced Report
                                           Modified Loan Detail
                                           Realized Loss Detail
                                           Appraisal Reduction Detail

                                           ============================================

        ===================================================================================================================
                                                     Parties to the Transaction
        -------------------------------------------------------------------------------------------------------------------
                                              Depositor: Morgan Stanley Capital I Inc.
                                           Underwriter: Morgan Stanley & Co. Incorporated
                                         Master Servicer: Wells Fargo Bank, N.A. / NCB, FSB
                          Special Servicer: Midland Loan Services, Inc./National Consumer Cooperative Bank
                                    Rating Agency: Standard & Poor's Ratings Services/Fitch, Inc.

              NCB, FSB will act as Master Servicer with respect to the NCB, FSB Morgtage Loans and NCCB Mortgage Loan.

         National Consumer Cooperative Bank will act as special servicer with respect to the residential cooperative loans.
        ===================================================================================================================

                            ============================================================================
                                 Information is available for this issue from the following sources
                            ----------------------------------------------------------------------------
                              LaSalle Web Site                                       www.etrustee.net
                              Servicer Website
                              LaSalle Factor Line                                      (800) 246-5761
                            ============================================================================


===================================================================================================================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                       1
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>

<TABLE>
<CAPTION>
WAC:                                                    ABN AMRO Acct: XXXXXX
WA Life Term:
WA Amort Term:

Current Index:
Next Index:                                           REMIC Certificate Report
====================================================================================================================================
            Original       Opening      Principal     Principal      Negative      Closing    Interest     Interest    Pass-Through
Class    Face Value (1)    Balance       Payment    Adj. or Loss   Amortization    Balance   Payment (2)  Adjustment       Rate
CUSIP       Per 1,000     Per 1,000     Per 1,000     Per 1,000     Per 1,000     Per 1,000   Per 1,000   Per 1,000    Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>             <C>           <C>         <C>            <C>            <C>        <C>          <C>          <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                  0.00        0.00          0.00            0.00           0.00       0.00         0.00         0.00
====================================================================================================================================
                                                                     Total P&I Payment             0.00
                                                                     ===================================

</TABLE>

Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
plus/minus Interest Adjustment minus Deferred Interest equals Interest Payment
(3) Estimated

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                       2
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>
<TABLE>
<CAPTION>
                                                        ABN AMRO Acct: XXXXXX
                                                    Bond Interest Reconciliation
====================================================================================================================================
                                                              Deductions                               Additions
                                                   ---------------------------------------------------------------------------------
                                         Accrued              Deferred &              Prior    Int Accrual     Prepay-     Other
                 Accrual    Pass Thru  Certificate Allocable  Accretion  Interest  Int. Short-   on prior       ment      Interest
            ----------------
   Class     Method   Days     Rate     Interest      PPIS     Interest  Loss/Exp   falls Due  Shortfall (3)  Penalties Proceeds (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>      <C>      <C>      <C>           <C>      <C>       <C>        <C>        <C>            <C>       <C>
















                                       ---------------------------------------------------------------------------------------------
                                              0.00      0.00        0.00     0.00        0.00                      0.00         0.00
====================================================================================================================================


[TABLE CONTINUED]


<CAPTION>
================================================================== =============================
                                                      Remaining
            Distributable  Interest  Current Period  Outstanding
             Certificate   Payment    (Shortfall)/    Interest             Credit Support
                                                                   -----------------------------
   Class    Interest (2)    Amount      Recovery     Shortfalls      Original     Current (4)
------------------------------------------------------------------ -----------------------------
<S>         <C>             <C>      <C>             <C>            <C>           <C>















            ------------------------------------------------------
                     0.00       0.00                         0.00
================================================================== =============================
</TABLE>

(1)   Other Interest Proceeds are additional interest amounts specifically
      allocated to the bond(s) and used in determining the Distributable
      Interest of the bonds.
(2)   Accrued - Deductions + Additional Interest.
(3)   Where applicable.
(4)   Determined as follows: (A) the ending balance of all the classes less (B)
      the sum of (i) the ending balance of the class and (ii) the ending balance
      of all classes which are not subordinate to the class divided by (A).

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                       3
<PAGE>

<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>
<TABLE>
<CAPTION>
                                                        ABN AMRO Acct: XXXXXX

                                                     Cash Reconciliation Summary
===================================================================================================================================
<S>                                         <C>                                         <C>
---------------------------------------     ----------------------------------------    -------------------------------------------
           Interest Summary                    Principal Summary                        Servicing Fee Summary
---------------------------------------     ----------------------------------------    -------------------------------------------
Current Scheduled Interest                  Scheduled Principal:                        Current Servicing Fees

Less Deferred Interest                      Current Scheduled Principal                 Plus Fees Advanced for PPIS

Less PPIS Reducing Scheduled Int            Advanced Scheduled Principal                Less Reduction for PPIS
                                            ----------------------------------------
Plus Gross Advance Interest                 Scheduled Principal                         Plus Delinquent Servicing Fees
                                            ----------------------------------------    -------------------------------------------
Less ASER Interest Adv Reduction            Unscheduled Principal:                      Total Servicing Fees
                                                                                        -------------------------------------------
Less Other Interest Not Advanced            Curtailments

Less Other Adjustment                       Advanced Scheduled Principal
---------------------------------------
Total                                       Liquidation Proceeds
---------------------------------------
Unscheduled Interest:                       Repurchase Proceeds
---------------------------------------
Prepayment Penalties                        Other Principal Proceeds
                                            ----------------------------------------
Yield Maintenance Penalties                 Total Unscheduled Principal
                                            ----------------------------------------
Other Interest Proceeds                     Remittance Principal
---------------------------------------     ----------------------------------------
Total                                       Remittance P&I Due Trust
---------------------------------------     ----------------------------------------
Less Fees Paid to Servicer                  Remittance P&I Due Certs
                                            ----------------------------------------
Less Fee Strips Paid by Servicer
---------------------------------------
Less Fees & Expenses Paid
 By/To Servicer
---------------------------------------     ----------------------------------------    -------------------------------------------
Special Servicing Fees                               Pool Balance Summary               PPIS Summary
                                            ----------------------------------------    -------------------------------------------
Workout Fees                                                     Balance    Count
                                            ----------------------------------------
Liquidation Fees                            Beginning Pool                              Gross PPIS

Interest Due Serv on Advances               Scheduled Principal                         Reduced by PPIE

Non Recoverable Advances                    Unscheduled Principal                       Reduced by Shortfalls in Fees

Misc. Fees & Expenses                       Deferred Interest                           Reduced by Other Amounts
---------------------------------------                                                 -------------------------------------------
Plus Trustee Fees Paid by Servicer          Liquidations                                PPIS Reducing Scheduled Interest
---------------------------------------                                                 -------------------------------------------
Total Unscheduled Fees & Expenses           Repurchases                                 PPIS Reducing Servicing Fee
---------------------------------------     ----------------------------------------    -------------------------------------------
Total Interest Due Trust                    Ending Pool                                 PPIS Due Certificate
---------------------------------------     ----------------------------------------    -------------------------------------------
Less Fees & Expenses Paid
 By/To Trust
---------------------------------------                                                 -------------------------------------------
Trustee Fee                                                                              Advance Summary (Advance Made by Servicer)
                                                                                        -------------------------------------------
Fee Strips                                                                                                     Principal   Interest
                                                                                        -------------------------------------------
Misc. Fees                                                                              Prior Outstanding

Interest Reserve Withholding                                                            Plus Current Period

Plus Interest Reserve Deposit                                                           Less Recovered
---------------------------------------
Total                                                                                   Less Non Recovered
---------------------------------------                                                 -------------------------------------------

Total Interest Due Certs                                                                Ending Outstanding
---------------------------------------                                                 -------------------------------------------

====================================================================================================================================
</TABLE>
06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       4
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>

                                                        ABN AMRO Acct: XXXXXX

<TABLE>
<CAPTION>
                                     Asset Backed Facts ~15 Month Historical Loan Status Summary

============   ====================================================================================================================
               Delinquency Aging Categories
               --------------------------------------------------------------------------------------------------------------------
Distribution       Delinq 1 Month         Delinq 2 Months       Delinq 3+ Months         Foreclosure         REO
               --------------------------------------------------------------------------------------------------------------------
    Date         #        Balance       #        Balance        #       Balance       #        Balance        #        Balance
============   ====================================================================================================================
  06/15/04
<S>             <C>       <C>          <C>       <C>           <C>      <C>          <C>       <C>            <C>      <C>

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

------------   --------------------------------------------------------------------------------------------------------------------

============   ====================================================================================================================


[TABLE CONTINUED]


<CAPTION>
============      ======================================================================
                  Special Event Categories (1)
                  ----------------------------------------------------------------------
Distribution          Modifications        Specially Serviced          Bankruptcy
                  ----------------------------------------------------------------------
    Date            #        Balance       #        Balance        #        Balance
============      ======================================================================
  06/15/04
<S>                <C>       <C>           <C>      <C>           <C>       <C>

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

------------      ----------------------------------------------------------------------

============      ======================================================================

</TABLE>

(1)   Modification, Specially Serviced & Bankruptcy Totals are Included in the
      Appropriate Delinquency Aging Category.

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                       5
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
135 S. LaSalle Street Suite 1625                           Series 2004-IQ7                           Prior Payment:              N/A
Chicago, IL   60603                                                                                  Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX

                                     Asset Backed Facts ~15 Month Historical Payoff/Loss Summary
</TABLE>


<TABLE>
<CAPTION>
=================   ===============================================================================================
  Distribution          Ending Pool (1)            Payoffs (2)             Penalties         Appraisal Reduct. (2)
                    -----------------------------------------------------------------------------------------------
      Date            #         Balance        #        Balance        #        Amount        #         Balance
=================   ===============================================================================================
        06/15/04
<S>                   <C>       <C>           <C>       <C>            <C>      <C>           <C>       <C>

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

-----------------   -----------------------------------------------------------------------------------------------

=================   ===============================================================================================


[TABLE CONTINUED]


<CAPTION>
=================   ===============================================   ===================================================
  Distribution         Liquidations (2)      Realized Losses (2)        Remaining Term          Curr Weighted Avg.
                    -----------------------------------------------   ---------------------------------------------------
      Date            #        Balance        #        Amount           Life     Amort.      Coupon          Remit
=================   ===============================================   ===================================================
        06/15/04
<S>                  <C>       <C>            <C>      <C>              <C>      <C>         <C>            <C>

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

-----------------   -----------------------------------------------   ---------------------------------------------------

=================   ===============================================   ===================================================
</TABLE>

(1)   Percentage based on pool as of cutoff.
(2)   Percentage based on pool as of beginning of period.

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                        6
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>

                                                        ABN AMRO Acct: XXXXXX
<TABLE>
<CAPTION>
                                            Historical Collateral Level Prepayment Report

========================   =============================================== ==========================   ============================
Disclosure    Payoff           Initial                 Payoff    Penalty     Prepayment  Maturity       Property         Geographic
 Control #    Period           Balance      Type       Amount     Amount        Date       Date          Type             Location
------------------------   =============================================== ==========================   ============================
<S>            <C>             <C>          <C>        <C>       <C>         <C>         <C>             <C>             <C>













========================   =============================================== ==========================   ============================
                           Current                          0          0
                           Cumulative
                                                          ===============
</TABLE>
06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       7
<PAGE>



<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>

                                                        ABN AMRO Acct: XXXXXX

                                                       Delinquent Loan Detail
<TABLE>
<CAPTION>
====================================================================================================================================
               Paid                   Outstanding   Out. Property                       Special
 Disclosure    Thru    Current P&I        P&I         Protection        Advance         Servicer    Foreclosure    Bankruptcy  REO
 Control #     Date      Advance      Advances**       Advances     Description (1)  Transfer Date      Date          Date     Date
====================================================================================================================================
<S>            <C>      <C>           <C>           <C>             <C>              <C>            <C>            <C>         <C>
















====================================================================================================================================
A. P&I Advance -                  1. P&I Advance -              3. P&I Advance -                        7. P&I Advance (Foreclosure)
   Loan in Grace Period              Loan delinquent 1 month       Loan delinquent 3 months or More
B. P&I Advance -                  2. P&I Advance -              4. Matured Balloon/Assumed              9. P&I Advance (REO)
   Late Payment but                  Loan delinquent 2 months      Scheduled Payment
   < 1 month delinq
====================================================================================================================================
</TABLE>

** Outstanding P&I Advances include the current period P&I Advance

06/11/2004 - 00:22 (MXXX-MXXX) (C) 2000 LaSalle Bank N.A.


                                        8
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
</TABLE>


                                                        ABN AMRO Acct: XXXXXX
Distribution of Principal Balances
<TABLE>
<CAPTION>
                                          Mortgage Loan Characteristics
=========================================================================================================
          Current Scheduled            # of       Scheduled       % of                Weighted Average
                                                                          -------------------------------
              Balances                 Loans       Balance       Balance    Term     Coupon      DSCR
=========================================================================================================
<S>           <C>                      <C>         <C>           <C>        <C>      <C>         <C>












=========================================================================================================
                                            0                 0     0.00%
=========================================================================================================
</TABLE>

Average Scheduled Balance

Maximum  Scheduled Balance


Minimum  Scheduled Balance

Distribution of Remaining Term (Fully Amortizing)
<TABLE>
<CAPTION>
=========================================================================================================
          Fully Amortizing             # of       Scheduled       % of                Weighted Average
                                                                          -------------------------------
           Mortgage Loans              Loans       Balance       Balance    Term     Coupon      DSCR
=========================================================================================================
<S>           <C>                      <C>         <C>           <C>        <C>      <C>         <C>





=========================================================================================================
                                            0                 0     0.00%
=========================================================================================================
                                                                Minimum Remaining Term
                                                                Maximum Remaining Term
</TABLE>



  Distribution of Mortgage Interest Rates
<TABLE>
<CAPTION>
 ==========================================================================================================
           Current Mortgage           # of     Scheduled      % of                   Weighted Average
                                                                      -------------------------------------
            Interest Rate            Loans      Balance      Balance    Term     Coupon         DSCR
 ==========================================================================================================
<S>           <C>                      <C>         <C>           <C>        <C>      <C>         <C>















 ==========================================================================================================
                                          0               0     0.00%
 ==========================================================================================================
 Minimum Mortgage Interest Rate                    10.0000%
 Maximum Mortgage Interest Rate                    10.0000%
</TABLE>





  Distribution of Remaining Term (Balloon)
<TABLE>
<CAPTION>
 ==========================================================================================================
               Balloon                # of     Scheduled      % of                   Weighted Average
                                                                      -------------------------------------
           Mortgage Loans            Loans      Balance      Balance    Term     Coupon         DSCR
 ==========================================================================================================
<S>    <C>                           <C>         <C>           <C>      <C>      <C>            <C>

       0         to        60

       61        to       120

      121        to       180

      181        to       240

      241        to       360



 ==========================================================================================================
                                          0               0     0.00%
 ==========================================================================================================
 Minimum Remaining Term              0
 Maximum Remaining Term              0
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       9
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004
                                                        ABN AMRO Acct: XXXXXX
                                                    Mortgage Loan Characteristics
</TABLE>

<TABLE>
<CAPTION>
                                       Distribution of DSCR (Current)
=========================================================================================================
            Debt Service               # of       Scheduled       % of
           Coverage Ratio              Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>        <C>       <C>







=========================================================================================================
                                            0                 0     0.00%
=========================================================================================================
Maximum  DSCR                   0.000
Minimum  DSCR                   0.000
</TABLE>

<TABLE>
<CAPTION>
                                         Distribution of DSCR (Cutoff)
=========================================================================================================
            Debt Service               # of       Scheduled       % of
           Coverage Ratio              Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>        <C>       <C>








=========================================================================================================
                                            0                 0     0.00%
=========================================================================================================
Maximum  DSCR                    0.00
Minimum  DSCR                    0.00
</TABLE>


<TABLE>
<CAPTION>
                                            Geographic Distribution
 ==========================================================================================================
                                      # of     Scheduled      % of
                Geographic Location  Loans      Balance      Balance    WAMM       WAC          DSCR
 ==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>        <C>       <C>










 ==========================================================================================================
                                          0                     0.00%
 ==========================================================================================================
</TABLE>


06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       10
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
                                                    Mortgage Loan Characteristics
</TABLE>

<TABLE>
<CAPTION>
                                      Distribution of Property Types
=========================================================================================================
                                       # of       Scheduled       % of
           Property Types              Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>












=========================================================================================================
                                            0                 0     0.00%
=========================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                     Distribution of Amortization Type
=========================================================================================================
                                       # of       Scheduled       % of
          Amortization Type            Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>












=========================================================================================================

=========================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                      Distribution of Loan Seasoning
==========================================================================================================
                                     # of     Scheduled      % of
          Number of Years           Loans      Balance      Balance    WAMM       WAC          DSCR
==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>












==========================================================================================================
                                         0               0     0.00%
==========================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                   Distribution of Year Loans Maturing
==========================================================================================================
                                     # of     Scheduled      % of
               Year                 Loans      Balance      Balance    WAMM       WAC          DSCR
==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>
                       2003
                       2004
                       2005
                       2006
                       2007
                       2008
                       2009
                       2010
                       2011
                       2012
                       2013
                   2014 & Longer
==========================================================================================================
                                         0               0     0.00%
==========================================================================================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                   11
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX

                                            Adjustable Rate Mortgage Loan Characteristics
</TABLE>

<TABLE>
<CAPTION>
                                       Distribution of Maximum Rates
=========================================================================================================
                                       # of       Scheduled       % of
            Maximum Rates              Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>










=========================================================================================================

=========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                       Distribution of Minimum Rates
=========================================================================================================
                                       # of       Scheduled       % of
            Minimum Rates              Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>










=========================================================================================================

=========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                    Distribution of Payment Adjustment
=========================================================================================================
         Payment Adjustment            # of       Scheduled       % of
              Frequency                Loans       Balance       Balance    WAMM       WAC       DSCR
=========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>











=========================================================================================================

=========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                Distribution of Indices of Mortgage Loans
==========================================================================================================
                                     # of     Scheduled      % of
              Indices               Loans      Balance      Balance    WAMM       WAC          DSCR
==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>










==========================================================================================================

==========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                                   Distribution of Mortgage Loan Margins
==========================================================================================================
                                     # of     Scheduled      % of
       Mortgage Loan Margins        Loans      Balance      Balance    WAMM       WAC          DSCR
==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>








==========================================================================================================

==========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
==========================================================================================================

                                      Distribution of Rate Adjustment
==========================================================================================================
        Interest Adjustment          # of     Scheduled      % of
             Frequency              Loans      Balance      Balance    WAMM       WAC          DSCR
==========================================================================================================
<S>                                    <C>        <C>            <C>        <C>       <C>       <C>











==========================================================================================================

==========================================================================================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       12
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>

                                                          Loan Level Detail
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                          Operating                        Ending
     Disclosure                     Property                                              Statement      Maturity        Principal

      Control #       Grp             Type              State    DSCR         NOI            Date          Date           Balance
====================================================================================================================================
<S>                   <C>           <C>                 <C>      <C>          <C>          <C>           <C>             <C>
















====================================================================================================================================
                                                        W/Avg      0.00               0
====================================================================================================================================

*     NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
      obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology
      used to determine such figures.

------------------------------------------------------------------------------------------------------------------------------------
(1)   Legend:         A.  P&I Adv -  in Grace Period    1.  P&I Adv -  delinquent 1 month     3.  P&I Adv -  delinquent 3+ months
                      B.  P&I Adv -  < one month delinq 2.  P&I Adv -  delinquent 2 months    4.  Mat. Balloon/Assumed  P&I
====================================================================================================================================



[TABLE CONTINUED]

<CAPTION>
===================================================================================================================================
                                                           Spec.            Loan
     Disclosure        Note        Scheduled       Mod.    Serv    ASER    Status    Prepayment
                                                                                   ------------------------------------------------
      Control #        Rate           P&I          Flag    Flag    Flag   Code(1)      Amount         Penalty           Date
===================================================================================================================================
<S>                   <C>          <C>             <C>     <C>     <C>    <C>       <C>               <C>               <C>



















===================================================================================================================================
                                               0                                                0               0
===================================================================================================================================





-----------------------------------------------------------------------------------------------------------------------------------
(1)   Legend:         5. Prepaid in Full        7. Foreclosure           9. REO         11. Modification
                      6. Specially  Serviced    8. Bankruptcy            10. DPO
===================================================================================================================================
</TABLE>
06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       13
<PAGE>



<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>



<TABLE>
<CAPTION>
                                              Specially Serviced (Part I) ~ Loan Detail

======================= ============ ==================== ==================================== ================ ==================
Disclosure    Transfer   Loan Status   Balance             Note    Maturity    Remaining Term   Property                      NOI
                                     --------------------                    -----------------
 Control #      Date       Code (1)   Scheduled   Actual   Rate      Date      Life     Amort.    Type    State  NOI   DSCR   Date
======================= ============ ==================== ==================================== ================ ==================
<S>            <C>       <C>          <C>         <C>      <C>      <C>        <C>      <C>      <C>      <C>    <C>   <C>    <C>














======================= ============ ==================== ==================================== ================ ==================

(1) Legend: A. P&I Adv - in Grace Period    1. P&I Adv - delinquent 1 month     3. P&I Adv - delinquent 3+ months   7. Foreclosure
            B. P&I Adv - < 1 month delinq.  2. P&I Adv - delinquent 2 months    4. Mat. Balloon/Assumed P&I         9. REO
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       14
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>


<TABLE>
<CAPTION>

                                    Specially Serviced Loan Detail (Part II) ~ Servicer Comments

====================================================================================================================================
      Disclosure                        Resolution
       Control #                         Strategy                           Comments
====================================================================================================================================
<S>                                    <C>                                  <C>



















====================================================================================================================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       15
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>


<TABLE>
<CAPTION>

                                                        Modified Loan Detail

====================================================================================================================================
                                    Cutoff      Modified
     Disclosure     Modification   Maturity     Maturity                                Modification
     Control #          Date         Date         Date                                  Description
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>          <C>                                   <C>
















====================================================================================================================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       16
<PAGE>



<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>


<TABLE>
<CAPTION>
                                                        Realized Loss Detail

====================================================================================================================================
                                          Beginning            Gross Proceeds    Aggregate       Net        Net Proceeds
         Disclosure  Appraisal Appraisal  Scheduled    Gross      as a % of     Liquidation   Liquidation     as a % of     Realized
Period   Control #      Date     Value     Balance   Proceeds  Sched Principal   Expenses *     Proceeds    Sched. Balance    Loss
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>        <C>       <C>        <C>        <C>       <C>              <C>           <C>           <C>             <C>






























------------------------------------------------------------------------------------------------------------------------------------
Current Total                                  0.00       0.00                         0.00          0.00                       0.00
Cumulative                                     0.00       0.00                         0.00          0.00                       0.00
====================================================================================================================================

*     Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       17
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                                      <C>
ABN AMRO                                           Morgan Stanley Capital I Trust                    Statement Date:      06/15/2004
LaSalle Bank N.A.                           Commercial Mortgage Pass-Through Certificates            Payment Date:        06/15/2004
                                                           Series 2004-IQ7                           Prior Payment:              N/A
                                                                                                     Next Payment:        07/15/2004
                                                                                                     Record Date:         05/31/2004

                                                        ABN AMRO Acct: XXXXXX
</TABLE>

<TABLE>
<CAPTION>
                                                     Appraisal Reduction Detail

====================================  ==================================================================  ==========================
     Disclosure        Appraisal         Scheduled           ARA           Current P&I                       Note          Maturity

     Control #         Red. Date          Balance           Amount           Advance          ASER           Rate            Date
====================================  ==================================================================  ==========================
<S>                    <C>               <C>                <C>            <C>                <C>            <C>           <C>












====================================  ==================================================================  ==========================


[TABLE CONTINUED]


<CAPTION>
========================================== =======================================  ==========  ===================================
     Disclosure        Remaining Term                 Property                                      Appraisal
                    ----------------------                                                      -----------------------------------
     Control #        Life       Amort.                 Type               State      DSCR            Value               Date
========================================== =======================================  ==========  ===================================
<S>                  <C>         <C>               <C>                    <C>        <C>            <C>                 <C>












========================================== =======================================  ==========  ===================================
</TABLE>

06/11/2004 - 00:22 (MXXX-MXXX)  (C) 2000  LaSalle Bank N.A.


                                       18

<PAGE>



                                    EXHIBIT N

                                    Reserved

<PAGE>

                                    EXHIBIT O

                                    Reserved

<PAGE>

                                    EXHIBIT P

                                    Reserved

<PAGE>

                                    EXHIBIT Q

                                    Reserved

<PAGE>

                                    EXHIBIT R

                                    Reserved

<PAGE>

                                  EXHIBIT S-1A

              FORM OF POWER OF ATTORNEY TO GENERAL MASTER SERVICER

RECORDING REQUESTED BY:
Wells Fargo Bank, National Association

AND WHEN RECORDED MAIL TO:
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention: Commercial Mortgage Servicing - Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint WELLS FARGO
BANK, NATIONAL ASSOCIATION, as general master servicer under the Pooling and
Servicing Agreement (the "General Master Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable Wells Fargo Bank, N.A. to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by Wells Fargo Bank, National Association of its duties as General
Master Servicer under the Pooling and Servicing Agreement, giving and granting
unto Wells Fargo Bank, National Association full power and authority to do and
perform any and every act necessary, requisite, or proper in connection with the
foregoing and hereby ratifying, approving or confirming all that Wells Fargo
Bank, National Association shall lawfully do or cause to be done by virtue
hereof.

            Notwithstanding anything continued herein to the contrary, the
General Master Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Master Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of May, 2004.

                                        LASALLE BANK NATIONAL ASSOCIATION, as
                                           trustee for Morgan Stanley Capital
                                           I Inc., Commercial Mortgage
                                           Pass-Through Certificates, Series
                                           2004-IQ7


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT

                        )
                        )
                        )

            On __________ before me, __________________________________________
                  Date               Name and Title of Officer (i.e., Your Name,
                                     Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

            WITNESS my hand and official seal.


            ___________________________________
            Signature of Notary

                                                      (Affix seal in the
                                                      above blank space)

<PAGE>

                                  EXHIBIT S-1B

                FORM OF POWER OF ATTORNEY TO NCB MASTER SERVICER

RECORDING REQUESTED BY:
NCB, FSB

AND WHEN RECORDED MAIL TO:
NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Master Servicing

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint NCB, FSB, as
NCB master servicer under the Pooling and Servicing Agreement (the "NCB Master
Servicer"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCB, FSB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCB, FSB
of its duties as NCB Master Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCB, FSB full power and authority to do and perform any
and every act necessary, requisite, or proper in connection with the foregoing
and hereby ratifying, approving or confirming all that NCB, FSB shall lawfully
do or cause to be done by virtue hereof.

            Notwithstanding anything continued herein to the contrary, the NCB
Master Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the NCB Master
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of May, 2004.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as trustee for Morgan Stanley
                                           Capital I Inc., Commercial Mortgage
                                           Pass-Through Certificates, Series
                                           2004-IQ7


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT

                        )
                        )
                        )

            On __________ before me, __________________________________________
                  Date               Name and Title of Officer (i.e., Your Name,
                                     Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

            WITNESS my hand and official seal.


            ___________________________________
            Signature of Notary

                                                      (Affix seal in the
                                                      above blank space)

<PAGE>

                                  EXHIBIT S-2A

              FORM OF POWER OF ATTORNEY TO GENERAL SPECIAL SERVICER

RECORDING REQUESTED BY:
MIDLAND LOAN SERVICES, INC.

AND WHEN RECORDED MAIL TO:
MIDLAND LOAN SERVICES, INC.
10851 Mastin, Suite 700
Overland Park, Kansas 66210
Attention: President - Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint MIDLAND LOAN
SERVICES, INC. ("Midland"), as general special servicer under the Pooling and
Servicing Agreement (the "General Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable Midland to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by Midland
of its duties as General Special Servicer under the Pooling and Servicing
Agreement, giving and granting unto Midland full power and authority to do and
perform any and every act necessary, requisite, or proper in connection with the
foregoing and hereby ratifying, approving or confirming all that Midland shall
lawfully do or cause to be done by virtue hereof.

            Notwithstanding anything continued herein to the contrary, the
General Special Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Special Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of May, 2004.


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as trustee for Morgan Stanley
                                           Capital I Inc., Commercial Mortgage
                                           Pass-Through Certificates, Series
                                           2004-IQ7


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT

                        )
                        )
                        )

            On __________ before me, __________________________________________
                  Date               Name and Title of Officer (i.e., Your Name,
                                     Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

            WITNESS my hand and official seal.


            ___________________________________
            Signature of Notary

                                                      (Affix seal in the
                                                      above blank space)

<PAGE>

                                  EXHIBIT S-2B

               FORM OF POWER OF ATTORNEY TO CO-OP SPECIAL SERVICER

RECORDING REQUESTED BY:
NATIONAL CONSUMER COOPERATIVE BANK

AND WHEN RECORDED MAIL TO:
NATIONAL CONSUMER COOPERATIVE BANK
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Special Servicing

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-IQ7 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of May 1, 2004 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint NATIONAL
CONSUMER COOPERATIVE BANK ("NCCB"), as co-op special servicer under the Pooling
and Servicing Agreement (the "Co-op Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCCB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCCB of
its duties as Co-op Special Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCCB full power and authority to do and perform any and
every act necessary, requisite, or proper in connection with the foregoing and
hereby ratifying, approving or confirming all that NCCB shall lawfully do or
cause to be done by virtue hereof.

            Notwithstanding anything continued herein to the contrary, the Co-op
Special Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the Co-op Special
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of May, 2004.


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                           as trustee for Morgan Stanley
                                           Capital I Inc., Commercial Mortgage
                                           Pass-Through Certificates, Series
                                           2004-IQ7


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT

                        )
                        )
                        )

            On __________ before me, __________________________________________
                  Date               Name and Title of Officer (i.e., Your Name,
                                     Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

            WITNESS my hand and official seal.


            ___________________________________
            Signature of Notary

                                                      (Affix seal in the
                                                      above blank space)

<PAGE>

                                    EXHIBIT T

          FORM OF SUBORDINATION AGREEMENT FOR NCB, FSB SUBORDINATE DEBT

            THIS Agreement made this _____ day of ___, 20__, between _______, a
____________ having an address at __________ (the "Subordinate Mortgagee"), and
___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                              W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
__________________________________ (the "Borrower") to Subordinate Mortgagee
(the "Superior Mortgage") covering the premises located at

            ____________________________________________ more particularly
described in the Superior Mortgage and Schedule "A" attached hereto (the
"Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection with the
operation and maintenance of the Premises and to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; (v) during the pendency of
any such foreclosure action, if an action shall be brought for the foreclosure
of the Superior Mortgage and an application shall be made for an extension of
such receivership for the benefit of the Superior Mortgagee, the Subordinate
Mortgagee shall consent to the extension of such receivership and all accounts,
accounts receivable, rents, issues and profits held by such receiver as of the
date of such application shall be applied by the receiver solely for the benefit
of the Superior Mortgagee, and the Subordinate Mortgagee in their respective
order of priority; (vi) due notice of the commencement of any foreclosure of the
Subordinate Mortgage shall be given to the Superior Mortgagee and true copies of
all papers served or entered in such action will be delivered to the Superior
Mortgagee upon such service or entry; (vii) no payments shall be made to the
holder of the Subordinate Mortgage during the period in which any default exists
under the Superior Mortgage in respect of any monthly payment or balloon payment
due thereunder beyond any applicable grace period, provided that the Subordinate
Mortgagee has received written notice of such default and all payments otherwise
payable to the Subordinate Mortgagee during such period shall be paid to the
Superior Mortgagee and, if any such payments are received by the Subordinate
Mortgagee at any time after which the Subordinate Mortgagee has received written
notice of the existence of such default, they shall be held in trust for the
Superior Mortgagee and turned over to the Superior Mortgagee on demand; (viii)
any distributions made or to be made to the Subordinate Mortgagee pursuant to
any bankruptcy or insolvency proceeding of the borrower representing amounts due
under the Superior Mortgage shall be paid by the borrower, or, if such payments
are nonetheless received by the Subordinate Mortgagee, by the Subordinate
Mortgagee immediately upon their receipt, to the Superior Mortgagee for
application, at Superior Mortgagee's direction, to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; and (ix) all condemnation,
casualty or similar payments with respect to the premises shall be applied, for
so long as the Superior Mortgage remains outstanding, in accordance with the
Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.

                                        [Subordinate Mortgagee]


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        [Superior Mortgagee]


                                        By:_____________________________________
                                           Name:
                                           Title:

      [PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
    ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]

<PAGE>

                                   SCHEDULE A

<PAGE>

                                    EXHIBIT U

                 FORM OF ASSIGNMENT AND ASSUMPTION SUBMISSION TO
                           APPLICABLE SPECIAL SERVICER

                         PROPOSED ASSUMPTION ACTION PLAN

                         PROPOSED ASSUMPTION ACTION PLAN

CURRENT BORROWER
------------------------------------------   -----------------------------------
PROPOSED BORROWER
------------------------------------------   -----------------------------------
CURRENT CARVEOUT GUARANTOR
------------------------------------------   -----------------------------------
PROPOSED CARVEOUT GUARANTORS
------------------------------------------   -----------------------------------
CURRENT ENVIRONMENTAL INDEMNITOR
------------------------------------------   -----------------------------------
PROPOSED ENVIRONMENTAL INDEMNITOR
------------------------------------------   -----------------------------------
CURRENT KEY PERSONS
------------------------------------------   -----------------------------------
PROPOSED KEY PERSONS
------------------------------------------   -----------------------------------
PORTFOLIO                                    Name and Investor #
------------------------------------------   -----------------------------------
PRIMARY SERVICER (If applicable)
------------------------------------------   -----------------------------------
MASTER SERVICER                              Name and Loan #
------------------------------------------   -----------------------------------
SPECIAL SERVICER
------------------------------------------   -----------------------------------
COLLATERAL TYPE
------------------------------------------   -----------------------------------
PROPERTY ADDRESS
------------------------------------------   -----------------------------------

<PAGE>

EXECUTIVE SUMMARY

The current borrower has entered into an agreement for the sale of the subject
property and has requested consent of such a sale, as well as the assumption by
the proposed borrower of the subject indebtedness. The current borrower is
selling the property (state reason). The buyer is purchasing the property (state
reason).

Wells Fargo, as Master Servicer, is recommending approval of the subject
transaction.

Strengths, Weaknesses and Mitigants:

      o     Bullet points (List any issues and resolutions)

Transaction Summary

Principal Balance                                                              $
Appraised Value (Date & Cap Rate based on last
year NOI)                                                   $ / $ psf / Cap Rate
Purchase Price                                              $ / $ psf / Cap Rate
Buyer Down Payment (%)                                                         $
Source of Down Payment
Current Loan-to-Value                                     % (based on appraisal)
                                                     % (based on purchase price)
Debt Service Coverage (NOI/NCF)                                              X/X
Date Principal Paid To
Date Interest Paid To
Proposed Sponsor's Net Worth                                                   $
Proposed Sponsor's Liquidity                                                   $
Closing Date
1031 Deadline
% Assumption Fee: Master Servicer (%)                                          $
                  Special Servicer (%)                                         $

LOAN STATUS                                                           AS OF DATE

Tax Escrow                                                           $ per month
Insurance Escrow                                                     $ per month
Replacement Reserve Escrow                                           $ per month
Tenant Improvement Leasing Commission Reserve                        $ per month
Deferred Maintenance Reserve                                         $ per month
Monthly P&I payment                                                            $
Unpaid Accrued Interest                                                        $
Unpaid Late Fees/Other Fees                                                    $
Interest rate                                                                  %
Maturity Date
Amortization
Origination Date
Original Balance                                                               $
Originating Lender
Loan as % of Pool / Top Ten (Y/N)
Watchlist (Y/N) (If Y reason and date)

Property Summary

Current Occupancy                                                              %
Annual Debt Service/Annual Reserves                                          $/$
12/31/0_ NOI/NCF                                                             $/$
Debt Service Coverage (NOI/NCF)                                              X/X
12/31/0_ Proforma NOI/NCF                                                    $/$
Debt Service Coverage (NOI/NCF)                                              X/X

Loan Escrows

No changes to the current escrows are being recommended because:

Bullet points

(If there are changes, briefly describe changes and reasons.)

Loan Documents

The transaction is permitted pursuant to Section __ of the subject Deed of Trust
and Section __ of the Loan Agreement. Copies of loan documents are included with
this submission.

Pooling and Servicing Agreement

Wells Fargo Bank services the subject loan in accordance with the provisions of
the Pooling and Servicing Agreement dated ____ for the Commerical Mortgage
Pass-Through Certificates Series _____.

Section ___ - Enforcement of Due-On-Sale Clauses, Assumption Agreement,
Due-On-Encumbrances Clauses provides the servicer with the authority to
recommend approval of this request, without obtaining Rating Agency
Confirmation. Wells Fargo, as Master Servicer, will document and close the
transaction.

CURRENT BORROWER/CARVEOUT GUARANTOR

Bullet points:

      o     Name of borrowing entity, type of entity, state of formation, SPE
            level, years experience.

      o     Guarantor, net worth, liquidity

PROPOSED BORROWER//CARVEOUT GUARANTOR

Background

(Include relevant experience.)

Financial Summary

(Complete table below for proposed borrower. If SPE, discuss any "sponsor"
entities.)

(ENTITY NAME, DATE OF AUDITED OR SELF-PREPARED STATEMENT)

ASSETS                                   LIABILITIES
Cash & Equivalents              $                                        $
Total Liquid Assets             $                                        $
Real Estate Investments         $        TOTAL LIABILITIES               $
Other                           $        NET WORTH                       $
TOTAL ASSETS                    $        TOTAL LIABILITIES & NET WORTH   $

(Provide short discussion re: assets and/or significant liabilities.)

Income Statement/Cashflow

The income statement for the PERIOD ending _____ showed net income of $ ____.

Credit References

Institution (Name, title phone #) - (Add brief comments)

(List 3)

Credit/Litigation Reports

Credit searches and litigation reports have been run on INDIVIDUAL NAMES AND/OR
ENTITIES on DATE. No issues were disovered that were deemed significant. The
borrower's name does not appear on the OFAC list.

(If there are any significant issues, briefly discuss.)

Borrower/Guarantor Conclusion

Brief summary

See attached Exhibit A for full financial details.

Property Management Summary

Brief discussion of proposed property manager:

Experience in submarket.

# of units/ sq. ft. managed

Discuss management fee as _% of gross income.

Termination provision.

Receipt of an acceptable property management agreement will be a condition
precedent.

PROPERTY

Property Description and Status

Property Type
Year Constructed
Gross Square Feet
Rentable Square Feet
Number of Units
Number of Parking Spaces
Conformance to Zoning

Rent Roll

Significant Tenant Profile:

(Give brief description of key tenants.)

A copy of the rent roll is included in Exhibit B.

Lease rollover is as follows:

                                                    2010
                                                    and
         2004   2005   2006   2007   2008   2009   beyond   Vacant
         ----   ----   ----   ----   ----   ----   ------   ------
SF          0      0      0      0      %      %        %        %
Cum.        0      0      0      0      %      %        %        %
Income      0      0      0      0      %      %        %        %
Cum.        0      0      0      0      %      %        %        %

Property Performance - see Exhibit B

The collateral property was __% occupied as of the ______ rent roll. Current
base rent averages $___/SF/yr. ____ (eg NNN). There are a total of _ tenants
with _ vacancy(ies).

                              Underwriting    Year ended ___   _ mos ended _____
                             -------------   ---------------   -----------------
Occupancy                                %                 %                   %
Total Revenue                            $                 $                   $
Total Operating Expenses                 $                 $                   $
Net Operating Income                     $                 $                   $
Capital Exp                              $                 $                   $
Net Cash Flow                            $                 $                   $
Debt Service                             $                 $                   $
Net Cash Flow after DS                   $                 $                   $
DSCR (NOI)                               x                 x                   x
DSCR (NCF)                               x                 x                   x

(Explain trends, variances and/or any issues.)

Environmental Status

A Phase I Environmental Site Assessment was completed by ___ on DATE and no
issues were noted.

(If there were issues, give brief description and resolutions.)

Property Condition Report

An annual property evaluation report was completed on DATE. The report concluded
that the property was in _____ condition with no deferred maintenance or health
or safety issues.

(Or briefly discuss any issues that have arisen.)

(If initial Property Condition Report discusses deferred maintenance, add brief
discussion of completion of any required work.)

Collateral Valuation

The property was appraised by _____ on DATE for $___.

Current Market Conditions

                                  Appraisal    Underwriting   Current   Market *
                                  ---------   -------------   -------   --------
Occupancy                                 %               %         %          %
Rent psf / year                           $               $         $          $

*Source of market information:

(Brief description of market and location as proximate to an MSA. Identify
submarket characteristics, if any. Add comments regarding buyer's sale and lease
comps. Discuss any market issues.)

Property Conclusions

(Briefly summarize.)

RECOMMENDATION__

(Copy Strengths, weaknesses and mitigants from Executive Summary.)

Conditions Precedent to Loan Assumption - Standard - See Exhibit C

Conditions Precedent to Loan Assumption - Other

Exhibits

Exhibit A - Guarantor Financial Statement
Exhibit B - Property Operating Statement Summary and Rent Roll
Exhibit C - Standard Conditions Precedent to Loan Assumption

Wells Fargo Bank, N. A., as Master Servicer, recommends approval.

Recommended by:         ____________________________________    Date: __________
                        Name of Asset Manager
                        Vice President and Asset Manager

Approved By:            ____________________________________    Date: __________
                        Kathryn O'Neal
                        Vice President and Portfolio Manager

<PAGE>

Exhibit C - Conditions Precedent to Loan Assumption - Standard

      1.    Satisfactory review and approval by lender of the proposed borrowing
            entity's formation agreement, resolutions and by-laws (and other
            organizational documents, as necessary) to confirm, without
            limitation, such entity's authority to assume the loan and
            compliance with any SPE and/or other requirements in the loan
            documents.

      2.    Execution of an assumption agreement and other necessary
            documentation by the proposed borrowing entity, in a form and
            content acceptable to lender, including representations from both
            current and proposed borrower that loan is not in default.

      3.    The new borrowing entity's insurance policy (and insurance carriers)
            shall comply with any applicable requirements in the loan documents,
            including, without limitation, amounts and types of insurance, loss
            payee and applicable insurance certificates.

      4.    Title insurance update and endorsements, reviewed and acceptable to
            lender including, but not limited to, no liens for secondary
            financing.

      5.    Assumption to close no later than DATE.

      6.    BORROWER to execute such documents as lender may require.

      7.    GUARANTOR to sign a Carveout Guaranty and Environmental Indemnity
            and NAME be designated as Key Person.

      8.    Receipt of a "no adverse change" certification from borrower that
            the current financial position has not significantly deteriorated
            from that reflected in the most recently provided financial
            statements.

      9.    Receipt and approval of property management contract acceptable to
            lender, including language that no change in management shall take
            place without lender's consent.

      10.   Certification from the new borrowing entity and key
            principals/limited guarantors that the closing funds are being
            contributed as a capital contribution and are not secured, directly
            or indirectly, by an interest in the borrower or any collateral
            assigned to lender under the loan documents.

      11.   Receipt of current and, if applicable, most recent quarterly and/or
            annual outstanding operating statements and rent rolls for the
            subject property as required in the loan documents.

      12.   Payment of all related costs, including not but limited to
            assumption fees, legal fees, rating agency review fees, closing and
            title fees and WFB's loan administration fees. All costs and
            expenses are reimbursable by borrower even if the assumption fails
            to close.

      13.   A UCC filing to reflect the new borrowing entity.

      14.   WFB's receipt of a legal opinion, in form and content and issued by
            tax counsel satisfactory to WFB's tax counsel, that the assumption
            will not result in a significant modification of the loan within the
            meaning of the applicable Treasury regulations or otherwise result
            in any adverse tax consequences to the lender under the applicable
            REMIC statutes and regulations.

<PAGE>

                                    EXHIBIT V

      FORM OF ADDITIONAL LIEN, MONETARY ENCUMBRANCE AND MEZZANINE FINANCING
              SUBMISSION PACKAGE TO THE APPLICABLE SPECIAL SERVICER

Mortgagor:

General Master Servicer/NCB Master Servicer Loan #:

Primary Servicer Loan #:

Collateral Type:        (Retail, Industrial, Apartments, Office, etc.)

Address of Property:

Asset Status As of                (date):
   Principal Balance:             $
   Unpaid Accrued Interest:       $
   Unpaid Late Fees/other fees:   $
   Tax Escrow Balance:            $
   Insurance Escrow Balance:      $
   Monthly P&I Payment:           $
   Interest Rate:                 %
   Date Principal Paid To:
   Date Interest Paid To:
   Origination Date:
   Maturity Date:

Executive Summary:

1.    Summarize the transaction

      a.    note deviations from requirements for subordinate/mezzanine
            financing contained in Loan Documents

      b.    if Rating Agency Confirmation is permitted under applicable Loan
            Documents, note if such Confirmation will be sought

2.    State amount and purpose of Lien/Financing. Need an analysis of the impact
      (physical) on the property and the resulting financial impact on
      operations & DSCR of combined financing.

3.    Interest Rate

4.    Amount of Monthly/Periodic Payment (identify if P&I or Interest only)

5.    Identify Subordinate/Mezzanine Lender

      a.    provide any information furnished by Mortgagor regarding proposed
            lender

6.    Collateral pledged or mortgaged as security:

7.    Briefly describe collateral

      a.    Size, occupancy, primary tenants, location

      b.    NOI and DSCR for prior year and, if available, prior two years and
            Pro-forma NOI DSCR

8.    Complete the chart below:

The transaction terms and property characteristics are summarized as follows:

            Estimated closing date for financing:

            Administrative fee to Primary Servicer     $

            Additional Fees, if any                    $
            (50%: [General/Co-op] Special Servicer;
            %: General Master Servicer/NCB Master
            Servicer; %: Primary Servicer

            Most recent appraised value according to   $
            appraisal in General Master Servicer/NCB
            Master Servicer/Primary Servicer's
            possession

            Loan-to-value as of initial underwriting   %

            Occupancy as of                            %

            12/31/_ NOI                                $

            Debt service coverage as of                x

Project Status & Description: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1.    Describe any current, material issues regarding the operating status of
      the property: (e.g. issues surrounding current occupancy, anchor tenants,
      tenant rollover)

Property Financial Summary: (See attached most recent Income and Expense
Statement for Mortgaged Property and operating statement review)

Escrow Status:

1.    Explain status of all Reserves

Collateral Valuation:

1.    Discuss the original appraisal

      A.    Who prepared

      B.    Attach Executive Summary and discussion of approach to value given
            most weight from most recent appraisal in General Master
            Servicer/NCB Master Servicer/Primary Servicer's possession

2.    Comparison of the following (original to actual property):

      A.    Vacancy

      B.    Rents

      C.    Taxes

      D.    Other Key Expenses

Current Market Conditions:

            Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

Recommendation:

1.    State recommendation for approval.

2.    Highlight strengths and weaknesses. How are weaknesses mitigated? (bullet
      points are fine)

<PAGE>

Request for Applicable Special Servicer Consent:

General Master Servicer/NCB Master Servicer/Primary Servicer hereby recommends
and requests consent of [General/Co-op] Special Servicer to the foregoing
[Subordinate/Mezzanine] Financing.

By:         _______________________
Title:      _______________________
Date:       _______________________

Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as
described above is given: [GENERAL/CO-OP] SPECIAL SERVICER, acting solely in its
capacity as Special Servicer

By:         _______________________
Name:       _______________________
Title:      _______________________
Date:       _______________________

<PAGE>

   Schedule of Exhibits to Additional Lien, Monetary Encumbrance or Mezzanine
                              Financing Submission

1.    Most recent Income & Expense Statement for property and operating
      statement review

2.    Original Asset Summary for Mortgaged Property

3.    [For Mezzanine financing: If available from Mortgagor, diagram of proposed
      ownership structure, including percentages of ownership]

4.    [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement
      in substantially the form to be executed with subordinate lender]

5.    Copy of Note, Mortgage and any Loan Agreement

6.    Copy of subordinate loan documents in substantially the form to be
      executed

7.    Most recent Rent Roll.

8.    Other items as required by the description set forth above

<PAGE>

                                    EXHIBIT W

                                    Reserved

<PAGE>

                                    EXHIBIT X

                                    Reserved

<PAGE>

                                    EXHIBIT Y

                             INVESTOR CERTIFICATION

                                                      Date:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Attention:  Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2004-IQ7

      In accordance with the Pooling and Servicing Agreement, dated as of May 1,
2004 (the "Agreement"), by and among Morgan Stanley Capital I Inc., as
Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
NCB, FSB, as NCB Master Servicer, Midland Loan Services, Inc., as General
Special Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee, Paying Agent and Certificate
Registrar (the "Paying Agent") and ABN AMRO Bank N.V., as Fiscal Agent, with
respect to the above referenced certificates (the "Certificates"), the
undersigned hereby certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ___ Certificates.

2.    The undersigned is requesting access to the Paying Agent's internet
      website containing certain information (the "Information") and/or is
      requesting the information identified on the schedule attached hereto
      (also, the "information") pursuant to the provisions of the Agreement.

3.    In consideration of the Paying Agent's disclosure to the undersigned of
      the Information, or access thereto, the undersigned will keep the
      Information confidential (except from such outside persons as are
      assisting it in making an evaluation in connection with purchasing the
      related Certificates, from its accountants and attorneys, and otherwise
      from such governmental or banking authorities or agencies to which the
      undersigned is subject), and such Information, will not, without the prior
      written consent of the Paying Agent, be otherwise disclosed by the
      undersigned or by its officers, directors, partners, employees, agents or
      representatives (collectively, the "Representative") in any manner
      whatsoever, in whole or in part.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Paying Agent and the Trust Fund for any loss, liability or expense
      incurred thereby with respect to any such breach by the undersigned or any
      its Representative.

6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                       _________________________________________
                                       Beneficial Owner or Prospective Purchaser


                                       By:______________________________________

                                       Title:___________________________________


                                       Company:_________________________________

                                       Phone:___________________________________

<PAGE>

                                    EXHIBIT Z

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans having balance of (a) $20,000,000 or less, and (b) less than or equal
            to 5% of Aggregate Certificate Balance, whichever is less

To:   [Address]
      Attn:

From: _____________________________________, in its capacity as Master Servicer
      (the "Servicer") under the Pooling and Servicing Agreement dated as of May
      1, 2004 (the "Pooling and Servicing Agreement"), among the Servicer,
      LaSalle Bank National Association, as Trustee, and others.

Date: _________, 20___

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2004-IQ7

            Mortgage Loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement

            As Servicer under the Pooling and Servicing Agreement, we hereby:

            1.    NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE OF
                  THE MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN,
                  OF THE TYPE CHECKED BELOW:

                  ____  a full defeasance of the payments scheduled to be due in
                        respect of the entire Principal Balance of the Mortgage
                        Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the Principal Balance of the
                        Mortgage Loan that represents ___% of the entire
                        Principal Balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $____________
                        or _______% of the entire Principal Balance;

            2.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
                  EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A
                  HERETO, WHICH EXCEPTIONS THE SERVICER HAS DETERMINED,
                  CONSISTENT WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                  ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                  TRANSACTION:

                  A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND
                        THE TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED
                        THEREIN WERE SATISFIED IN ALL MATERIAL RESPECTS IN
                        COMPLETING THE DEFEASANCE.

                  B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

                  C.    THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT
                        (I) CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN
                        SECTION 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940
                        AS AMENDED (15 U.S.C. 80A-1), (II) ARE LISTED AS
                        "QUALIFIED INVESTMENTS FOR 'AAA' FINANCINGS" UNDER
                        PARAGRAPHS 1, 2 OR 3 OF "CASH FLOW APPROACH" IN STANDARD
                        & POOR'S PUBLIC FINANCE CRITERIA 2000, AS AMENDED TO THE
                        DATE OF THE DEFEASANCE, (III) ARE RATED 'AAA' BY
                        STANDARD & POOR'S, (IV) IF THEY INCLUDE A PRINCIPAL
                        OBLIGATION, THE PRINCIPAL DUE AT MATURITY CANNOT VARY OR
                        CHANGE, AND (V) ARE NOT SUBJECT TO PREPAYMENT, CALL OR
                        EARLY REDEMPTION. SUCH SECURITIES HAVE THE
                        CHARACTERISTICS SET FORTH BELOW:

                         CUSIP RATE MAT PAY DATES ISSUED

                  D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                        COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                        SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT
                        IN AN ADVERSE REMIC EVENT.

                  E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL
                        WILL BE OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS
                        TO WHICH ONE OF THE STATEMENTS CHECKED BELOW IS TRUE:

                  ____  the related Mortgagor was a Single-Purpose Entity (as
                        defined in Standard & Poor's Structured Finance Ratings
                        Real Estate Finance Criteria, as amended to the date of
                        the defeasance (the "S&P Criteria")) as of the date of
                        the defeasance, and after the defeasance owns no assets
                        other than the defeasance collateral and real property
                        securing Mortgage Loans included in the pool.

                  ____  the related Mortgagor designated a Single-Purpose Entity
                        (as defined in the S&P Criteria) to own the defeasance
                        collateral; or

                  ____  the Servicer designated a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
                        of the Trust to own the defeasance collateral.

                  F.    THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION
                        OF THE CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED
                        BELOW CONTAINED STATEMENTS THAT IT REVIEWED A BROKER OR
                        SIMILAR CONFIRMATION OF THE CREDIT, OF THE DEFEASANCE
                        COLLATERAL TO AN ELIGIBLE ACCOUNT (AS DEFINED IN THE S&P
                        CRITERIA) IN THE NAME OF THE DEFEASANCE OBLIGOR, WHICH
                        ACCOUNT IS MAINTAINED AS A SECURITIES ACCOUNT BY THE
                        TRUSTEE ACTING AS A SECURITIES INTERMEDIARY.

                  G.    AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE
                        THE SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE
                        PROCEEDS OF THE DEFEASANCE COLLATERAL DIRECTLY TO THE
                        SERVICER'S CERTIFICATE ACCOUNT IN THE AMOUNTS AND ON THE
                        DATES SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS OR, IN A
                        PARTIAL DEFEASANCE, THE PORTION OF SUCH SCHEDULED
                        PAYMENTS ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR THE
                        REAL PROPERTY DEFEASED, INCREASED BY ANY DEFEASANCE
                        PREMIUM SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS (THE
                        "SCHEDULED PAYMENTS").

                  H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN
                        CONFIRMATION FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC
                        ACCOUNTANTS, WHO WERE APPROVED BY SERVICER IN ACCORDANCE
                        WITH THE SERVICING STANDARD, STATING THAT (I) REVENUES
                        FROM PRINCIPAL AND INTEREST PAYMENTS MADE ON THE
                        DEFEASANCE COLLATERAL (WITHOUT TAKING INTO ACCOUNT ANY
                        EARNINGS ON REINVESTMENT OF SUCH REVENUES) WILL BE
                        SUFFICIENT TO TIMELY PAY EACH OF THE SCHEDULED PAYMENTS
                        AFTER THE DEFEASANCE INCLUDING THE PAYMENT IN FULL OF
                        THE MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN
                        CONNECTION WITH A PARTIAL DEFEASANCE) ON ITS MATURITY
                        DATE (OR, IN THE CASE OF AN ARD LOAN, ON ITS ANTICIPATED
                        REPAYMENT DATE), (II) THE REVENUES RECEIVED IN ANY MONTH
                        FROM THE DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE
                        SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE
                        OF RECEIPT, AND (III) INTEREST INCOME FROM THE
                        DEFEASANCE COLLATERAL TO THE DEFEASANCE OBLIGOR IN ANY
                        CALENDAR OR FISCAL YEAR WILL NOT EXCEED SUCH DEFEASANCE
                        OBLIGOR'S INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR THE
                        ALLOCATED PORTION THEREOF IN A PARTIAL DEFEASANCE) FOR
                        SUCH YEAR.

                  I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE
                        APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
                        STANDARD, THAT (I) THE AGREEMENTS EXECUTED BY THE
                        MORTGAGOR AND/OR THE DEFEASANCE OBLIGOR IN CONNECTION
                        WITH THE DEFEASANCE ARE ENFORCEABLE AGAINST THEM IN
                        ACCORDANCE WITH THEIR TERMS, AND (II) THE TRUSTEE WILL
                        HAVE A PERFECTED, FIRST PRIORITY SECURITY INTEREST IN
                        THE DEFEASANCE COLLATERAL DESCRIBED ABOVE.

                  J.    THE AGREEMENTS EXECUTED IN CONNECTION WITH THE
                        DEFEASANCE (I) PERMIT REINVESTMENT OF PROCEEDS OF THE
                        DEFEASANCE COLLATERAL ONLY IN PERMITTED INVESTMENTS (AS
                        DEFINED IN THE S&P CRITERIA), (II) PERMIT RELEASE OF
                        SURPLUS DEFEASANCE COLLATERAL AND EARNINGS ON
                        REINVESTMENT TO THE DEFEASANCE OBLIGOR OR THE MORTGAGOR
                        ONLY AFTER THE MORTGAGE LOAN HAS BEEN PAID IN FULL, IF
                        ANY SUCH RELEASE IS PERMITTED, (III) PROHIBIT ANY
                        SUBORDINATE LIENS AGAINST THE DEFEASANCE COLLATERAL, AND
                        (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER THAN THE
                        DEFEASANCE COLLATERAL OR OTHER ASSETS OF THE DEFEASANCE
                        OBLIGOR OF ALL FEES AND EXPENSES OF THE SECURITIES
                        INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND THE
                        SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF
                        MAINTAINING THE EXISTENCE OF THE DEFEASANCE OBLIGOR.

                  K.    THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF
                        THE DATE OF DEFEASANCE WAS $___________ [$20,000,000 OR
                        LESS OR LESS THAN FIVE PERCENT OF POOL BALANCE,
                        WHICHEVER IS LESS] WHICH IS LESS THAN 5% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE MOST RECENT PAYING AGENT'S MONTHLY
                        CERTIFICATEHOLDER REPORT RECEIVED BY US (THE "CURRENT
                        REPORT").

                  L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                        AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS
                        THE TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE
                        LOANS TO $__________________, WHICH IS _____% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE CURRENT REPORT.

            3.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
                  IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT
                  TO THE LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS
                  ARE CONSISTENT WITH THE SERVICING STANDARD.

            4.    CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL
                  AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE
                  DEFEASANCE OBLIGOR, AND OPINIONS OF COUNSEL AND INDEPENDENT
                  ACCOUNTANTS EXECUTED AND DELIVERED IN CONNECTION WITH THE
                  DEFEASANCE DESCRIBED ABOVE AND THAT ORIGINALS OR COPIES OF
                  SUCH AGREEMENTS, INSTRUMENTS AND OPINIONS HAVE BEEN
                  TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE RELATED
                  MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED TO BE PART OF THE
                  RELATED MORTGAGE FILE, ARE IN THE POSSESSION OF THE SERVICER
                  AS PART OF THE SERVICER'S MORTGAGE FILE.

            5.    CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
                  DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
                  STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND
                  CONDITIONS OF, THE POOLING AND SERVICING AGREEMENT.

            6.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
                  CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID
                  CONSTITUTE A SERVICING OFFICER AS OF THE DATE OF THE
                  DEFEASANCE DESCRIBED ABOVE.

            7.    AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
                  YOU UPON REQUEST.

            IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                        SERVICER:_______________________________


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

                                   EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

      Re:   Morgan Stanley Capital I Inc. Trust 2004-IQ7 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7,
            issued pursuant to the Pooling and Servicing Agreement, dated as of
            May 1, 2004 (the "Pooling and Servicing Agreement"), among Morgan
            Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
            Bank, National Association, as general master servicer (the "General
            Master Servicer"), Midland Loan Services, Inc., as general special
            servicer (the "General Special Servicer"), NCB, FSB, as master
            servicer with respect to the NCB Loans only (the "NCB Master
            Servicer"), National Consumer Cooperative Bank, as special servicer
            with respect to the Co-op Mortgage Loans only (the "NCB Special
            Servicer"), LaSalle Bank National Association, as trustee, paying
            agent and certificate registrar (the "Trustee") and ABN AMRO Bank
            N.V., as fiscal agent. Capitalized terms used herein but not defined
            herein have the respective meanings given them in the Pooling and
            Servicing Agreement.

I, [identify the certifying individual], certify on behalf of the [Trustee,
General Master Servicer, the General Special Servicer, the NCB Master Servicer
or the NCB Special Servicer, as applicable] to the Depositor [and the Trustee]
[add for certifications signed by an officer of the General Master Servicer, the
General Special Servicer, the NCB Master Servicer or the NCB Special Servicer],
and [its][their] [add for certifications signed by an officer of the General
Master Servicer, the General Special Servicer, the NCB Master Servicer or the
NCB Special Servicer] officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

      1.    [To be certified by the Trustee] [I have reviewed the annual report
            on Form 10-K for the fiscal year [___] (the "Annual Report"), and
            all reports on Form 8-K containing distribution reports filed in
            respect of periods included in the year covered by the Annual Report
            (collectively with the Annual Report, the "Reports"), of the Trust;]

      2.    [To be certified by the Trustee] [To the best of my knowledge, the
            information in the Reports, taken as a whole, does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading as of the last
            day of the period covered by the Annual Report;]

      3.    [To be certified by the Trustee] [To the best of my knowledge, the
            distribution or servicing information required to be provided to the
            Trustee by the General Master Servicer, the General Special
            Servicer, the NCB Master Servicer, the NCB Special Servicer and each
            Primary Servicer under the Pooling and Servicing Agreement and/or
            the related Primary Servicing agreement for inclusion in the Reports
            is included in the Reports;]

      4.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I am responsible for reviewing the activities performed
            by the [General Master Servicer] [General Special Servicer] [NCB
            Master Servicer] [NCB Special Servicer] under the Pooling and
            Servicing Agreement and based upon my knowledge and the annual
            compliance review performed as required under Section 8.12 of the
            Pooling and Servicing Agreement, and except as disclosed in the
            compliance certificate delivered pursuant to Section 8.12 of the
            Pooling and Servicing Agreement, the [General Master Servicer]
            [General Special Servicer] [NCB Master Servicer] [NCB Special
            Servicer] has fulfilled its material obligations under the Pooling
            and Servicing Agreement; and]

      5.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I have disclosed to the [General Master Servicer's]
            [General Special Servicer's] [NCB Master Servicer's] [NCB Special
            Servicer's] certified public accountants all significant
            deficiencies, to my knowledge, relating to the compliance of the
            [General Master Servicer] [General Special Servicer] [NCB Master
            Servicer] [NCB Special Servicer] with the minimum servicing
            standards in accordance with a review conducted in compliance with
            the Uniform Single Attestation Program for Mortgage Bankers or
            similar standard as set forth in the Pooling and Servicing
            Agreement.]


Date: _________________________

[[ENTITY NAME]


_______________________________________
[Signature]
[Title]

<PAGE>

                             EXHIBIT A to EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                  PROVIDED TO DEPOSITOR AND THE MASTER SERVICER

      Re:   Morgan Stanley Capital I Inc. Trust 2004-IQ7 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7,
            issued pursuant to the Pooling and Servicing Agreement, dated as of
            May 1, 2004 (the "Pooling and Servicing Agreement"), among Morgan
            Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
            Bank, National Association, as general master servicer (the "General
            Master Servicer"), Midland Loan Services, Inc., as general special
            servicer, NCB, FSB, as master servicer with respect to the NCB Loans
            only (the "NCB Master Servicer"), National Consumer Cooperative
            Bank, as special servicer with respect to the Co-op Mortgage Loans
            only, LaSalle Bank National Association, as trustee, paying agent
            and certificate registrar (the "Trustee") and ABN AMRO Bank N.V., as
            fiscal agent. Capitalized terms used herein but not defined herein
            have the respective meanings given them in the Pooling and Servicing
            Agreement.

I, [identify the certifying individual], [identify title], on behalf of
[___________], as Primary Servicer, certify to the Depositor, the Trustee and
[the General Master Servicer] [the NCB Master Servicer], and their officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      1.    I am responsible for reviewing the activities performed by the
            Primary Servicer under the [describe sub-servicing agreement] and
            based upon my knowledge and the annual compliance review performed
            as required under Section ___ of the Primary Servicing Agreement,
            and except as disclosed in the compliance certificate delivered
            pursuant to Section ___ of the Primary Servicing Agreement, the
            Primary Servicer has fulfilled its material obligations under the
            Primary Servicing Agreement; and

      2.    I have disclosed to the Primary Servicer's certified public
            accountants all significant deficiencies, to my knowledge, relating
            to the compliance of the Primary Servicer with the minimum servicing
            standards in accordance with a review conducted in compliance with
            the Uniform Single Attestation Program for Mortgage Bankers or
            similar standard as set forth in the Primary Servicing Agreement.]

Date: _________________________


_______________________________________
[Signature]
[Title]]

<PAGE>

                                   EXHIBIT BB

                  FORM OF NOTICE FROM THE TRUSTEE REGARDING THE
  [ALAMO QUARRY MARKET & QUARRY CROSSING PARI PASSU LOAN] [BEVERLY CENTER PARI
                                   PASSU LOAN]

                                 May [27], 2004

[ALAMO QUARRY MARKET & QUARRY CROSSING PARI PASSU LOAN]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, IL 60603
Attention: Asset Backed Securities Trust Services Group, Morgan Stanley Capital
I Inc. Series 2004-HQ3

[ADDRESSEES FOR BEVERLY CENTER PARI PASSU LOAN]

Midland Loan Services, Inc.
10851 Mastin, Suite 300
Overland Park, Kansas 66210
Attention: President
Facsimile Number: (913) 253-9001

Lennar Partners, Inc.
1601 Washington Avenue
Miami Beach, Florida 33139
Attention: Ron Schrager
Facsimile Number: (305) 695-5449

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services (CMBS), CSFB 2004-C1
Facsimile Number: (410) 715-2380

Re:   Morgan Stanley Capital I Trust 2004-IQ7, Commercial Mortgage Pass-Through
      Certificates, Series 2004-IQ7 -- [Alamo Quarry Market & Quarry Crossing
      Pari Passu Loan] [Beverly Center Pari Passu Loan]

Ladies and Gentlemen:

Morgan Stanley Capital I Trust 2004-IQ7, Commercial Mortgage Pass-Through
Certificates, Series 2004-IQ7 (the "Trust Fund") is the [A-2 Noteholder and A-4
Noteholder] [A-4 Noteholder and A-6 Noteholder], as such term is defined under
the [Intercreditor Agreement, dated as of February 20, 2004, by and among Morgan
Stanley Mortgage Capital Inc., as the initial holder of each of the A-Notes (the
"Alamo Quarry Intercreditor Agreement")] [Intercreditor Agreement, dated as of
February 26, 2004, by and among Column Financial, Inc. as holder of of the Notes
numbered sequentially A-1 through A-7 on Schedule I thereto (the "Beverly Center
Senior Notes Intercreditor Agreement and, together with that certain Agreement
Among Noteholders dated as of February 18, 2004, by and between Column
Financial, Inc., as Initial Note A Holder, Landesbank Hessen-Thuringen
Girozentrale, as Initial Note B Holder, and Hartford Life Insurance Company, as
Initial Note C Holder, the Beverly Center Intercreditor Agreements")]. In
connection with the deposit of the [A-2 Note and A-4 Note of the Alamo Quarry
Market & Quarry Crossing mortgage loan][A-4 Note and A-6 Note of the Beverly
Center mortgage loan] into the Morgan Stanley Capital I Trust 2004-IQ7
established by Morgan Stanley Capital I Inc., the contact information for each
of the parties to the related pooling and servicing agreement are set forth on
Schedule I attached hereto.

[The Alamo Quarry Market & Quarry Crossing mortgage loan is being serviced
pursuant to the terms of that certain Pooling and Servicing Agreement dated as
of March 1, 2004, among Morgan Stanley Capital I Inc., as depositor, Wells Fargo
Bank, Nation Association, as master servicer, GMAC Commercial Mortgage
Corporation, as special servicer, LaSalle Bank National Association, as trustee,
and ABN AMRO Bank, N.V., as fiscal agent, as from time to time amended,
supplemented or modified (the "2004-HQ3 Pooling Agreement"). LaSalle Bank
National Association, as trustee for the registered holders of the Trust Fund
(the "Trustee"), hereby directs the applicable parties to the 2004-HQ3 Pooling
Agreement as follows:

(i) Remit all amounts payable in accordance with the Alamo Quarry Intercreditor
Agreement and the 2004-HQ3 Pooling Agreement due to the holder of the A-2 Note
and A-4 Note of the Alamo Quarry Market & Quarry Crossing mortgage loan on such
days as specified in the 2004-HQ3 Pooling Agreement to Wells Fargo Bank,
National Association, as master servicer of the Trust Fund (the "Master
Servicer"), and to the collection account set forth on Schedule II attached
hereto; and

(ii) Forward, deliver or otherwise make available, as the case may be, all
reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the A-2
Note and A-4 Note of the Alamo Quarry Market & Quarry Crossing mortgage loan in
accordance with the Alamo Quarry Intercreditor Agreement and the 2004-HQ3
Pooling Agreement to the Trustee and the Master Servicer.]

[The Beverly Center mortgage loan is being serviced pursuant to the terms of
that certain Pooling and Servicing Agreement dated as of March 11, 2004, among
Credit Suisse First Boston Mortgage Securities Corp., as depositor, Midland Loan
Services, Inc., as master servicer no. 1, KeyCorp Real Estate Capital Markets,
Inc., as master servicer no. 2, NCB, FSB, as master servicer no. 3, Lennar
Partners, Inc., as special servicer no. 1, National Consumer Cooperative Bank,
as special servicer no. 2, and Wells Fargo Bank, N.A., as trustee (the "Beverly
Center Pooling Agreement"). LaSalle Bank National Association, as trustee for
the registered holders of the Trust Fund (the "Trustee"), hereby directs the
applicable parties to the Beverly Center Pooling and Servicing Agreement as
follows:

(i) Remit the amount payable in accordance with the Beverly Center Intercreditor
Agreements and the Beverly Center Pooling Agreement due to the holder of the A-4
Note and A-6 Note of the Beverly Center mortgage loan on such days as specified
in the Beverly Center Pooling and Servicing Agreement to Wells Fargo Bank,
National Association, as master servicer of the Trust Fund (the "Master
Servicer"), and to the collection account set forth on Schedule II attached
hereto; and

(ii) Forward, deliver or otherwise make available, as the case may be, all
reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the A-4
Note and A-6 Note of the Beverly Center mortgage loan in accordance with the
Beverly Center Intercreditor Agreements and the Beverly Center Pooling and
Servicing Agreement to the Trustee and the Master Servicer.]

Thank you for your attention to this matter.

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee for the Holders of the Morgan Stanley Capital I Trust 2004-IQ7,
Commercial Mortgage Pass-Through Certificates, Series 2004-IQ7

By: _______________________________

Name: _____________________________

Title: ____________________________

<PAGE>

           SCHEDULE I TO FORM OF NOTICE FROM THE TRUSTEE REGARDING THE
             [ALAMO QUARRY MARKET & QUARRY CROSSING PARI PASSU LOAN]
                        [BEVERLY CENTER PARI PASSU LOAN]

Wells Fargo Bank, National Association, as General Master Servicer
45 Fremont Street, 2nd Floor
San Francisco, California 94105

Midland Loan Services, Inc., as General Special Servicer
10851 Mastin, Suite 700
Overland Park, Kansas 66210

LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

<PAGE>

          SCHEDULE II TO FORM OF NOTICE FROM THE TRUSTEE REGARDING THE
             [ALAMO QUARRY MARKET & QUARRY CROSSING PARI PASSU LOAN]
                        [BEVERLY CENTER PARI PASSU LOAN]

                 (MSCI 2004-IQ7 Collection Account Information)

<PAGE>

                                   SCHEDULE I

                               MSMC LOAN SCHEDULE

MSCI 2004-IQ7

          Single Note/ Multiple Properties
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



Loan Pool Mortgage Loan SellLoan Number   Property Name                                        Portfolio Name (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>                                          <C>
    1     MSMC              1             Beverly Center                                       NAP
    2     MSMC              2             111 Eighth Avenue                                    NAP
    3     MSMC              04-15913      Rockvale Square                                      NAP
    4     MSMC              03-15228      Alamo Quarry Market & Quarry Crossing                NAP
    7     MSMC              04-15570      Long Beach Plaza                                     NAP
    8     MSMC              03-13114      Saugus Station Industrial Center                     NAP
   12     MSMC              03-13369      One Beacon Center                                    NAP
   17     MSMC              04-15580      Waldbaums Whitestone                                 NAP
   19     MSMC              03-14375      Boise Towne Plaza                                    NAP
   25     MSMC              03-14628      CA Industrial Portfolio - Safetran Building  CA Industrial Portfolio
   26     MSMC              03-14294      CA Industrial Portfolio - Knox Corp Center   CA Industrial Portfolio
   30     MSMC              04-16095      Huffman Koos - Livingston                            NAP
   31     MSMC              03-13833      Gateway Village Phase I                              NAP
   32     MSMC              03-15343      Lakeside Center                                      NAP
   41     MSMC              02-11340      Foothills Medical Building                           NAP
   79     MSMC              03-15349      Eckerds-Gilbert, AZ                                  NAP
   94     MSMC              02-11963      433 Plaza Drive                                      NAP

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------



[TABLE CONTINUED]


<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



Loan Pool NoStreet Address                                            County             City                      State
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                       <C>                <C>                        <C>
     1      8500 Beverly Boulevard                                    Los Angeles        Los Angeles                CA
     2      111 Eighth Avenue                                         New York           New York                   NY
     3      35 South Willowdale Drive at U.S. Route 30                Lancaster          Lancaster                  PA
     4      NEC of Highway 281 and E. Basse Road                      Bexar              San Antonio                TX
     7      85 East Park Ave                                          Nassau             Long Beach                 NY
     8      25655 Spring Brook Avenue                                 Los Angeles        Santa Clarita              CA
    12      201 North Service Road                                    Suffolk            Melville                   NY
    17      153-01 10th Ave                                           Queens             Whitestone                 NY
    19      350 North Milwaukee                                       Ada                Boise                      ID
    25      10655 7th Street                                          San Bernardino     Rancho Cucamonga           CA
    26      960 & 970 Knox St                                         Los Angeles        Torrance                   CA
    30      442 West Mt. Pleasant Ave.                                Essex              Livingston                 NJ
    31      3610-3670 Grand Avenue                                    San Bernardino     Chino Hills                CA
    32      2620 Regatta Drive                                        Clark              Las Vegas                  NV
    41      4530 East Ray Road                                        Maricopa           Phoenix                    AZ
    79      2428 South Val Vista Drive                                Maricopa           Gilbert                    AZ
    94      433 Plaza Drive                                           DuPage             Westmont                   IL

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------



[TABLE CONTINUED]


<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



                   North or
                   South CA
Loan Pool No.     (NCA/SCA)         Zip Code  MSA                                 Property Type     Property Sub-Type
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>      <C>                                 <C>              <C>
     1               SCA             90048    Los Angeles-Long Beach              Retail            Anchored
     2               NAP             10011    New York City                       Office            Urban Office
     3               NAP             17602    Lancaster                           Retail            Anchored
     4               NAP             78209    San Antonio                         Retail            Anchored
     7               NAP             11561    Nassau-Suffolk                      Retail            Anchored
     8               SCA             91350    Los Angeles                         Industrial        Warehouse
    12               NAP             11747    Nassau-Suffolk                      Office            Suburban Office
    17               NAP             11357    New York City                       Retail            Anchored
    19               NAP             83788    Boise                               Retail            Anchored
    25               SCA             91730    Riverside-San Bernardino            Industrial        Light Industrial
    26               SCA             90502    Los Angeles-Long Beach              Industrial        Flex Industrial
    30               NAP             07039    Newark-Union                        Retail            Free Standing
    31               SCA             91709    Riverside-San Bernardino            Retail            Shadow Anchored
    32               NAP             89128    Las Vegas                           Mixed Use         Office/Retail
    41               NAP             85044    Phoenix                             Office            Medical Office
    79               NAP             85296    Phoenix                             Retail            Free Standing
    94               NAP             60559    Chicago                             Industrial        Light Industrial

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]


<CAPTION>
---------------------------------------------------------------------------------------



                     Number                      Original                 Cut-Off
 Loan Pool No.   of Properties                   Balance               Date Balance
---------------------------------------------------------------------------------------
<S>                    <C>                     <C>                     <C>
       1               1                       $61,000,000             $61,000,000
       2               1                       $60,000,000             $60,000,000
       3               1                       $53,000,000             $52,925,843
       4               1                       $40,000,000             $39,835,545
       7               1                       $21,858,000             $21,812,622
       8               1                       $20,280,000             $20,007,129
       12              1                       $16,125,000             $15,895,431
       17              1                       $12,350,000             $12,324,361
       19              1                       $12,080,000             $11,931,893
       25              2                        $5,000,000              $5,000,000
       26              2                        $3,500,000              $3,500,000
       30              1                        $7,900,000              $7,900,000
       31              1                        $7,800,000              $7,774,646
       32              1                        $7,550,000              $7,541,814
       41              1                        $6,300,000              $6,257,886
       79              1                        $2,898,292              $2,898,292
       94              1                        $1,850,000              $1,831,393

---------------------------------------------------------------------------------------

</TABLE>


<PAGE>

                                   SCHEDULE II

                               NCCB LOAN SCHEDULE

MSCI 2004-IQ7

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------



Loan      Mortgage      Loan                                              Portfolio Name
Pool No.  Loan Seller   Number                  Property Name             (if applicable)                   Street Address
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>           <C>         <C>                                         <C>                 <C>
   10     NCCB          470034680   Sadore Lane Gardens, Inc                    NAP                 1-5 Sadore Lane
Total/Weighted Average:
-----------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------



                                                         North
Loan                                                   or South                                    Property      Property
Pool No. County           City              State     (NCA/SCA)     Ca Zip       MSA                 Type         Sub-type
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>              <C>                <C>         <C>         <C>       <C>                <C>           <C>
   10    Westchester      Yonkers            NY          NAP         10710     New York           Multifamily   Cooperative
Total/Weighted Average:
-----------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>
-------------------------------------------------------



Loan     Number of         Original      Cut-Off Date
Pool No. Properties         Balance        Balance
-------------------------------------------------------
<S>           <C>         <C>            <C>
   10         1           $16,000,000    $15,981,556
Total/Weighted Average:
</TABLE>



<PAGE>

                                  SCHEDULE III

                             NCB, FSB LOAN SCHEDULE


MSCI 2004-IQ7


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



Loan
Pool             Mortgage                                                                Portfolio Name
No.            Loan Seller      Loan Number     Property Name                            (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>            <C>                                            <C>
11               NCB,FSB         470032700      Dayton Towers Corporation                      NAP
21               NCB,FSB         470033040      Mamaroneck Gardens, Inc.                       NAP
28               NCB,FSB         479001060      Churchland Shopping Center                     NAP
36               NCB,FSB         470030340      Fisherman's Wharf at                           NAP
                                                Babylon Owners Corp.
42               NCB,FSB         470032480      Bon Aire Properties, Inc.                      NAP
45               NCB,FSB         470034820      Fountainhead Owners Corp.                      NAP
51               NCB,FSB         470033950      10 Park Ave. Tenants' Corp.                    NAP
58               NCB,FSB         470033530      150 East Tenants Corp.                         NAP
63               NCB,FSB         470034970      320 Riverside Apartments Corp.                 NAP
66               NCB,FSB         470034440      29-45 Tenants' Corporation                     NAP
68               NCB,FSB         479001070      Pro's De Soto Place LLC                        NAP
72               NCB,FSB         470030810      215 West 91st Street Corp.                     NAP
73               NCB,FSB         470033320      Colonial Gardens Owners Corp.                  NAP
75               NCB,FSB         470035050      280 Owners Corp.                               NAP
77               NCB,FSB         470032620      C. True Building Corp.                         NAP
78               NCB,FSB         470034050      419 Apartment Corp.                            NAP
81               NCB,FSB         470032650      64-11 Owners Corp.                             NAP
82               NCB,FSB         470032540      City Hall Tower Corp.                          NAP
83               NCB,FSB         470034030      2261 Palmer Avenue Corp.                       NAP
84               NCB,FSB         470032900      Tudor Oaks Owners Corp.                        NAP
86               NCB,FSB         479000990      Dimond Lore Corporation                        NAP
88               NCB,FSB         470034160      Hudson Gate II Apartment Corp.                 NAP
90               NCB,FSB         470034090      321 East 45th St. Owners, Inc.                 NAP
91               NCB,FSB         470035140      370/CPW Owners Corp.                           NAP
92               NCB,FSB         470033970      Whitney Manor Cooperative, Inc.                NAP
95               NCB,FSB         470032410      Crestview Owners, Inc.                         NAP
96               NCB,FSB         470032500      Brooklyn Tenant Owners Corp.                   NAP
97               NCB,FSB         470032090      The Pavilion Owners Corp.                      NAP
98               NCB,FSB         470033770      Sunnyside Manor, Ltd.                          NAP
99               NCB,FSB         470031180      5235 Post Road Corporation                     NAP
100              NCB,FSB         470033670      1120 Park Corporation                          NAP
101              NCB,FSB         470034290      130 East 75th Street Owners Corp.              NAP
102              NCB,FSB         470034350      102-40 67th Drive Owners Corp.                 NAP
103              NCB,FSB         470031530      2530 Independence Avenue Tenants Corp.         NAP
104              NCB,FSB         470030520      Parklane Townhouses Cooperative, Inc.          NAP
105              NCB,FSB         470034310      East 87th St. Owners Corp.                     NAP
106              NCB,FSB         470033810      580 West End Avenue Corp.                      NAP
107              NCB,FSB         470034190      Hanover Court Mutual                           NAP
                                                Housing Cooperative, Inc.
108              NCB,FSB         470030890      111-117 West 96th Street Owners, Inc.          NAP
109              NCB,FSB         470033580      306-100th Street Owners Corp.                  NAP
110              NCB,FSB         470032460      47-49 King Street Housing Corporation          NAP
111              NCB,FSB         470034510      Belvedere Houses Incorporated                  NAP
112              NCB,FSB         470032770      160 W. 77th St. Owners Corp.                   NAP
113              NCB,FSB         470033860      61 Eastern Parkway Housing Corp.               NAP
114              NCB,FSB         470033790      255 West 98th Street Owners Corp.              NAP
115              NCB,FSB         470034650      132 East 19th Street, Inc.                     NAP
116              NCB,FSB         470033650      93rd Street Owners Corp.                       NAP
118              NCB,FSB         470035090      135 West 17th Street                           NAP
                                                Tenant Corporation
119              NCB,FSB         470034490      383 West Broadway Corp.                        NAP
120              NCB,FSB         470034560      16 West 74 St. Owners Corp.                    NAP
121              NCB,FSB         470033430      Hillpark Columns Housing Corp.                 NAP
122              NCB,FSB         470034110      231 Park Place Owners Corp.                    NAP
123              NCB,FSB         470033880      202 West 78th St. Tenants Corp.                NAP
124              NCB,FSB         470033930      922 8th Ave. Owners Corp.                      NAP
125              NCB,FSB         470033900      238 Clinton St. Tenants Corp.                  NAP
126              NCB,FSB         470034920      417/78 Owners Corp.                            NAP
127              NCB,FSB         470033680      315 Third Street Housing Corporation           NAP
128              NCB,FSB         470034250      106 Willow Street Tenants Corporation          NAP
129              NCB,FSB         470033840      146 Amity St. Tenants Corp.                    NAP

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------



Loan                                                                                                                       North or
Pool             Mortgage                                                                                                  South CA
No.            Loan Seller            Street Address                       County               City           State      (NCA/SCA)
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                                  <C>                   <C>                  <C>         <C>
11               NCB,FSB         7400, 7600, 7800,                    Queens                Rockaway Beach       NY          NAP
                                 8000, 10200, 10300,
                                 10500 Shore Front
                                 Parkway
21               NCB,FSB         100-348 Richbell Road                Westchester           Mamaroneck           NY          NAP
28               NCB,FSB         5700 Churchland Boulevard            Portsmouth City       Portsmouth           VA          NAP
36               NCB,FSB         101-244 Millard Avenue               Suffolk               West Babylon         NY          NAP
42               NCB,FSB         8-22 Bon Aire Circle                 Rockland              Suffern              NY          NAP
45               NCB,FSB         1 & 2 Fountain Lane                  Westchester           Scarsdale            NY          NAP
51               NCB,FSB         10 Park Avenue                       New York              New York             NY          NAP
58               NCB,FSB         150 East 61st Street                 New York              New York             NY          NAP
63               NCB,FSB         320 Riverside Drive                  New York              New York             NY          NAP
66               NCB,FSB         29-45 East 9th Street                New York              New York             NY          NAP
68               NCB,FSB         1700 Desoto Place                    San Bernardino        Ontario              CA          SCA
72               NCB,FSB         215 West 91st Street                 New York              New York             NY          NAP
73               NCB,FSB         35-75 Vera Street                    Richmond              Staten Island        NY          NAP
75               NCB,FSB         280 Ocean Parkway                    Kings                 Brooklyn             NY          NAP
77               NCB,FSB         465 Greenwich Street                 New York              New York             NY          NAP
78               NCB,FSB         419 East 57th Street                 New York              New York             NY          NAP
81               NCB,FSB         64-11 99th Street                    Queens                Rego Park            NY          NAP
82               NCB,FSB         258 Broadway                         New York              New York             NY          NAP
83               NCB,FSB         2241-2261 Palmer Avenue              Westchester           New Rochelle         NY          NAP
84               NCB,FSB         101-526 Tudor Lane                   Suffolk               Middle Island        NY          NAP
86               NCB,FSB         1711 Lore Road                       Anchorage             Anchorage            AK          NAP
88               NCB,FSB         6209-6215 (JFK) Boulevard East       Hudson                West New York        NJ          NAP
90               NCB,FSB         321 East 45th Street                 New York              New York             NY          NAP
91               NCB,FSB         370 Central Park West                New York              New York             NY          NAP
92               NCB,FSB         2525-2569 West 2nd Street            Kings                 Brooklyn             NY          NAP
95               NCB,FSB         3225 Johnson Avenue                  Bronx                 Riverdale            NY          NAP
96               NCB,FSB         100 Brooklyn Avenue                  Nassau                Freeport             NY          NAP
97               NCB,FSB         144-63 35th Avenue                   Queens                Flushing             NY          NAP
98               NCB,FSB         2 Sunnyside Drive                    Westchester           Yonkers              NY          NAP
99               NCB,FSB         5235 Post Road                       Bronx                 Riverdale            NY          NAP
100              NCB,FSB         1120 Park Avenue                     New York              New York             NY          NAP
101              NCB,FSB         130 East 75th Street                 New York              New York             NY          NAP
102              NCB,FSB         102-40 67th Drive                    Queens                Forest Hills         NY          NAP
103              NCB,FSB         2530 Independence Avenue             Bronx                 Riverdale            NY          NAP
104              NCB,FSB         3674 Middlebelt Road                 Wayne                 Inkster              MI          NAP
105              NCB,FSB         56 East 87th Street                  New York              New York             NY          NAP
106              NCB,FSB         580 West End Avenue                  New York              New York             NY          NAP
107              NCB,FSB         92-31 57th Avenue                    Queens                Elmhurst             NY          NAP
108              NCB,FSB         111-117 West 96th Street             New York              New York             NY          NAP
109              NCB,FSB         306-310 West 100th Street            New York              New York             NY          NAP
110              NCB,FSB         47-49 King Street                    New York              New York             NY          NAP
111              NCB,FSB         50 & 52 West 70th Street             New York              New York             NY          NAP
112              NCB,FSB         160 West 77th Street                 New York              New York             NY          NAP
113              NCB,FSB         61 Eastern Parkway                   Kings                 Brooklyn             NY          NAP
114              NCB,FSB         255 West 98th Street                 New York              New York             NY          NAP
115              NCB,FSB         132 East 19th Street                 New York              New York             NY          NAP
116              NCB,FSB         125 East 93rd Street                 New York              New York             NY          NAP
118              NCB,FSB         135 West 17th Street                 New York              New York             NY          NAP
119              NCB,FSB         383 West Broadway                    New York              New York             NY          NAP
120              NCB,FSB         16 West 74th Street                  New York              New York             NY          NAP
121              NCB,FSB         7 Hillpark Avenue                    Nassau                Great Neck           NY          NAP
122              NCB,FSB         231 Park Place                       Kings                 Brooklyn             NY          NAP
123              NCB,FSB         202 West 78th Street                 New York              New York             NY          NAP
124              NCB,FSB         922 Eighth Avenue                    Kings                 Brooklyn             NY          NAP
125              NCB,FSB         238 Clinton Street                   Kings                 Brooklyn             NY          NAP
126              NCB,FSB         417 East 78th Street                 New York              New York             NY          NAP
127              NCB,FSB         315 Third Street                     Kings                 Brooklyn             NY          NAP
128              NCB,FSB         106 Willow Street                    Kings                 Brooklyn             NY          NAP
129              NCB,FSB         146 Amity Street                     Kings                 Brooklyn             NY          NAP

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------



Loan
Pool             Mortgage                                                                Property Sub-    Number of       Original
No.            Loan Seller        Zip Code        MSA               Property Type             Type        Properties       Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>       <C>                     <C>                  <C>                 <C>       <C>
11               NCB,FSB           11692     New York                Multifamily          Cooperative         1         $16,000,000
21               NCB,FSB           10543     New York                Multifamily          Cooperative         1         $10,000,000
28               NCB,FSB           23703     Norfolk                 Retail               Anchored            1          $8,000,000
36               NCB,FSB           11704     New York                Multifamily          Cooperative         1          $7,000,000
42               NCB,FSB           10901     New York                Multifamily          Cooperative         1          $6,300,000
45               NCB,FSB           10583     New York                Multifamily          Cooperative         1          $6,000,000
51               NCB,FSB           10016     New York                Multifamily          Cooperative         1          $5,550,000
58               NCB,FSB           10021     New York                Multifamily          Cooperative         1          $5,000,000
63               NCB,FSB           10025     New York                Multifamily          Cooperative         1          $4,350,000
66               NCB,FSB           10003     New York                Multifamily          Cooperative         1          $4,000,000
68               NCB,FSB           91761     Riverside-              Industrial           Warehouse           1          $3,825,000
                                             San Bernardino
72               NCB,FSB           10024     New York                Multifamily          Cooperative         1          $3,500,000
73               NCB,FSB           10305     New York                Multifamily          Cooperative         1          $3,500,000
75               NCB,FSB           11218     New York                Multifamily          Cooperative         1          $3,200,000
77               NCB,FSB           10013     New York                Multifamily          Cooperative         1          $3,000,000
78               NCB,FSB           10022     New York                Multifamily          Cooperative         1          $3,000,000
81               NCB,FSB           11374     New York                Multifamily          Cooperative         1          $2,625,000
82               NCB,FSB           10007     New York                Multifamily          Cooperative         1          $2,600,000
83               NCB,FSB           10801     New York                Multifamily          Cooperative         1          $2,600,000
84               NCB,FSB           11953     New York                Multifamily          Cooperative         1          $2,600,000
86               NCB,FSB           99507     Anchorage               Multifamily          Garden Apartments   1          $2,400,000
88               NCB,FSB           07093     New York                Multifamily          Cooperative         1          $2,200,000
90               NCB,FSB           10017     New York                Multifamily          Cooperative         1          $2,100,000
91               NCB,FSB           10025     New York                Multifamily          Cooperative         1          $2,000,000
92               NCB,FSB           11223     New York                Multifamily          Cooperative         1          $2,000,000
95               NCB,FSB           10463     New York                Multifamily          Cooperative         1          $1,750,000
96               NCB,FSB           11520     New York                Multifamily          Cooperative         1          $1,750,000
97               NCB,FSB           11354     New York                Multifamily          Cooperative         1          $1,700,000
98               NCB,FSB           10705     New York                Multifamily          Cooperative         1          $1,600,000
99               NCB,FSB           10471     New York                Multifamily          Cooperative         1          $1,600,000
100              NCB,FSB           10128     New York                Multifamily          Cooperative         1          $1,500,000
101              NCB,FSB           10021     New York                Multifamily          Cooperative         1          $1,500,000
102              NCB,FSB           11375     New York                Multifamily          Cooperative         1          $1,500,000
103              NCB,FSB           10463     New York                Multifamily          Cooperative         1          $1,350,000
104              NCB,FSB           48214     Detroit                 Multifamily          Cooperative         1          $1,300,000
105              NCB,FSB           10128     New York                Multifamily          Cooperative         1          $1,300,000
106              NCB,FSB           10024     New York                Multifamily          Cooperative         1          $1,000,000
107              NCB,FSB           11373     New York                Multifamily          Cooperative         1          $1,000,000
108              NCB,FSB           10025     New York                Multifamily          Cooperative         1            $950,000
109              NCB,FSB           10025     New York                Multifamily          Cooperative         1            $950,000
110              NCB,FSB           10014     New York                Multifamily          Cooperative         1            $900,000
111              NCB,FSB           10023     New York                Multifamily          Cooperative         1            $800,000
112              NCB,FSB           10024     New York                Multifamily          Cooperative         1            $800,000
113              NCB,FSB           11238     New York                Multifamily          Cooperative         1            $770,000
114              NCB,FSB           10025     New York                Multifamily          Cooperative         1            $750,000
115              NCB,FSB           10003     New York                Multifamily          Cooperative         1            $700,000
116              NCB,FSB           10128     New York                Multifamily          Cooperative         1            $600,000
118              NCB,FSB           10012     New York                Multifamily          Cooperative         1            $500,000
119              NCB,FSB           10012     New York                Multifamily          Cooperative         1            $500,000
120              NCB,FSB           10023     New York                Multifamily          Cooperative         1            $450,000
121              NCB,FSB           11021     New York                Multifamily          Cooperative         1            $340,000
122              NCB,FSB           11238     New York                Multifamily          Cooperative         1            $300,000
123              NCB,FSB           10024     New York                Multifamily          Cooperative         1            $300,000
124              NCB,FSB           11215     New York                Multifamily          Cooperative         1            $205,000
125              NCB,FSB           11201     New York                Multifamily          Cooperative         1            $190,000
126              NCB,FSB           10021     New York                Multifamily          Cooperative         1            $175,000
127              NCB,FSB           11215     New York                Multifamily          Cooperative         1            $175,000
128              NCB,FSB           11201     New York                Multifamily          Cooperative         1            $148,000
129              NCB,FSB           11201     New York                Multifamily          Cooperative         1            $125,000

Total/ Weighted Average:                                                                                               $870,406,402
------------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>

---------------------------------------------------



Loan
Pool             Mortgage          Cut-Off Date
No.            Loan Seller           Balance
---------------------------------------------------
<S>              <C>               <C>
 11              NCB,FSB           $15,961,234
 21              NCB,FSB           $10,000,000
 28              NCB,FSB            $7,991,568
 36              NCB,FSB            $6,989,402
 42              NCB,FSB            $6,254,349
 45              NCB,FSB            $5,992,943
 51              NCB,FSB            $5,513,973
 58              NCB,FSB            $5,000,000
 63              NCB,FSB            $4,337,181
 66              NCB,FSB            $3,995,671
 68              NCB,FSB            $3,821,192
 72              NCB,FSB            $3,494,527
 73              NCB,FSB            $3,488,307
 75              NCB,FSB            $3,200,000
 77              NCB,FSB            $2,996,543
 78              NCB,FSB            $2,992,640
 81              NCB,FSB            $2,618,348
 82              NCB,FSB            $2,600,000
 83              NCB,FSB            $2,594,248
 84              NCB,FSB            $2,572,043
 86              NCB,FSB            $2,386,203
 88              NCB,FSB            $2,197,708
 90              NCB,FSB            $2,095,206
 91              NCB,FSB            $2,000,000
 92              NCB,FSB            $1,995,848
 95              NCB,FSB            $1,745,692
 96              NCB,FSB            $1,744,027
 97              NCB,FSB            $1,698,126
 98              NCB,FSB            $1,596,647
 99              NCB,FSB            $1,595,092
100              NCB,FSB            $1,500,000
101              NCB,FSB            $1,500,000
102              NCB,FSB            $1,498,255
103              NCB,FSB            $1,348,166
104              NCB,FSB            $1,299,313
105              NCB,FSB            $1,298,555
106              NCB,FSB              $999,361
107              NCB,FSB              $999,356
108              NCB,FSB              $949,082
109              NCB,FSB              $945,822
110              NCB,FSB              $897,535
111              NCB,FSB              $799,208
112              NCB,FSB              $794,554
113              NCB,FSB              $766,612
114              NCB,FSB              $747,554
115              NCB,FSB              $699,623
116              NCB,FSB              $598,869
118              NCB,FSB              $499,468
119              NCB,FSB              $498,230
120              NCB,FSB              $449,140
121              NCB,FSB              $338,689
122              NCB,FSB              $299,179
123              NCB,FSB              $297,382
124              NCB,FSB              $202,998
125              NCB,FSB              $187,589
126              NCB,FSB              $174,651
127              NCB,FSB              $169,751
128              NCB,FSB              $147,484
129              NCB,FSB              $123,414

---------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE IV

                            STATE FARM LOAN SCHEDULE


MSCI 2004-IQ7

     Cross-defaulted/Cross Collateralized

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



 Loan   Mortgage
 Pool   Loan            Loan                                                 Portfolio Name
  No.   Seller          Number     Property Name                             (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>             <C>        <C>                                       <C>
   9    State Farm      1368701    Linden Place Office Building              NAP
  16    State Farm      1367901    Heidelberg USA Corporate Headquarters     NAP
  23    State Farm      1338201    The Market Place at South River Colony    NAP
  27    State Farm      1367001    Park Tower III                            NAP
  33    State Farm      1370701    Buehler Retail Center                     NAP
  35    State Farm      1370401    Hino Motors                               NAP
  37    State Farm      1368501    Costco Wholesale Club (Ground Lease)      NAP
  47    State Farm      1314601A   Ashburn Town Center                       NAP
  48    State Farm      1314601B   Ashburn Town Center                       NAP
  59    State Farm      1369601    701 Pencader Drive                        NAP
  62    State Farm      1368801    Tymberwood Shopping Center                NAP
  70    State Farm      1325501    Walther Plaza Shopping Center             NAP
  74    State Farm      1369201    Walgreens Cheltenham                      NAP
  76    State Farm      1369401    Walgreens Chesterfield                    NAP
  87    State Farm      1365501    Alexander Court III                       NAP
  117   State Farm      1217601    K-Mart Carrollton                         NAP

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------



 Loan                                                                                                             North or
 Pool                                                                                                             South CA
  No.  Street Address                                              County          City                     State (NCA/SCA) Zip Code
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                         <C>             <C>                      <C>   <C>       <C>
   9   14301 & 14351 First National Bank Parkway                   Douglas         Omaha                     NE      NAP     68154
  16   1000 Gutenburg Drive NW                                     Cobb            Kennesaw                  GA      NAP     30144
  23   3209-3295 Solomons Island Rd / 100-120 Mitchells Chance Rd  Anne Arundel    Edgewater                 MD      NAP     21037
  27   222 NE Park Plaza Drive                                     Clark           Vancouver                 WA      NAP     98684
  33   60 South State Route 17                                     Bergen          Paramus                   NJ      NAP     07652
  35   290 South Milliken Avenue                                   San Bernardino  Ontario                   CA      SCA     91761
  37   35804 Detroit Road                                          Lorain          Avon                      OH      NAP     44011
  47   43930 Farmwell Hunt Plaza                                   Loudoun         Ashburn                   VA      NAP     20147
  48   43930 Farmwell Hunt Plaza                                   Loudoun         Ashburn                   VA      NAP     20147
  59   701 Pencader Drive                                          New Castle      Newark                    DE      NAP     19702
  62   4235-4251 Outer Loop                                        Jefferson       Louisville                KY      NAP     40219
  70   Walther Boulevard & Dunfield Road                           Baltimore       White Marsh (Perry Hall)  MD      NAP     21236
  74   2727 Cheltenham Avenue                                      Montgomery      Cheltenham                PA      NAP     19095
  76   917 Chesterfield Parkway East                               St. Louis       Chesterfield              MO      NAP     63017
  87   870 Calcon Hook Road                                        Delaware        Sharon Hill               PA      NAP     19079
  117  620 Bankhead Highway                                        Carroll         Carrollton                GA      NAP     30117

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]

<CAPTION>
----------------------------------------------------------------------------------------------------------




 Loan                                                                                            Cut-Off
 Pool                              Property     Property          Number of       Original          Date
  No.  MSA                         Type         Sub-Type          Properties       Balance       Balance
----------------------------------------------------------------------------------------------------------
<S>    <C>                         <C>          <C>               <C>         <C>           <C>
   9   Omaha                       Office       Suburban Office       1        $18,125,000   $18,000,737
  16   Atlanta                     Mixed Use    Office/Warehouse      1        $12,700,000   $12,501,030
  23   Baltimore                   Retail       Anchored              1        $10,800,000    $9,907,551
  27   Portland-Vancouver          Office       Suburban Office       1         $8,460,000    $8,311,687
  33   Bergen-Passaic              Retail       Anchored              1         $7,500,000    $7,452,952
  35   Riverside-San Bernardino    Industrial   Warehouse             1         $7,400,000    $7,356,702
  37   Cleveland                   Retail       Free Standing         1         $6,850,000    $6,850,000
  47   Washington D.C.             Retail       Anchored              1         $4,800,000    $3,603,930
  48   Washington D.C.             Retail       Anchored              1         $2,500,000    $2,340,972
  59   Wilmington                  Industrial   Warehouse             1         $5,000,000    $4,934,977
  62   Louisville                  Retail       Anchored              1         $4,500,000    $4,378,427
  70   Baltimore                   Retail       Anchored              1         $4,400,000    $3,659,682
  74   Philadelphia                Retail       Free Standing         1         $3,500,000    $3,449,015
  76   St. Louis                   Retail       Free Standing         1         $3,200,000    $3,153,119
  87   Philadelphia                Industrial   Warehouse             1         $2,400,000    $2,321,763
  117  Atlanta                     Retail       Free Standing         1         $1,700,000      $587,905

Total/ Weighted Average:                                                      $870,406,402  $863,020,894
----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE V

                               WAMU LOAN SCHEDULE


MSCI 2004-IQ7


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------



Loan Pool
   No.       Mortgage Loan Seller   Loan Number    Property Name                Portfolio Name (if applicable)
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                    <C>            <C>                          <C>
   6         WaMu                   625020581      315 Hudson St                NAP
   15        WaMu                   625019091      94 E 4th Street              NAP
   18        WaMu                   625018881      237-247 East 86th Street     NAP
   54        WaMu                   625019961      316 E 63rd St.               NAP
   57        WaMu                   625021421      Driftwood Plaza              NAP
   61        WaMu                   625022841      138 Spring Street            NAP
   64        WaMu                   625021351      Stirling Manor Apts          NAP
   65        WaMu                   625020501      Mountain View Medical        NAP
   80        WaMu                   625022801      Walgreen's - Scottsbluff     NAP
   93        WaMu                   625020011      Wing Ming Properties         NAP

Total/Weighted Average:
----------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------



Loan Pool                                                                                           North or South
   No.       Street Address                        County            City                  State       (NCA/SCA)       Zip Code
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                   <C>               <C>                    <C>           <C>            <C>
   6         315 Hudson Street                     New York          New York                NY           NAP            10013
   15        94 East 4th St. & 66 Second Ave.      New York          New York                NY           NAP            10003
   18        237-247 East 86th Street              New York          New York                NY           NAP            10028
   54        316 E 63rd St.                        New York          New York                NY           NAP            10021
   57        3830 South Highway A1A                Brevard County    Melbourne Beach         FL           NAP            32951
   61        138 Spring Street                     New York City     New York                NY           NAP            10012
   64        324-360 Somerset Street               Morris            Long Hill Township      NJ           NAP            07980
   65        10555 N. Tatum Blvd.                  Maricopa County   Paradise Valley         AZ           NAP            85253
   80        209 West 27th Street                  Scotts Bluff      Scottsbluff             NE           NAP            69361
   93        2 Mott Street                         New York          New York                NY           NAP            10013

Total/Weighted Average:
----------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------



Loan Pool                                                                            Number of       Original    Cut-Off Date
   No.       MSA                             Property Type      Property Sub-Type    Properties       Balance         Balance
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                             <C>                <C>                      <C>      <C>              <C>
   6         New York                        Office             Urban Office             1        $22,000,000      $21,947,231
   15        New York                        Mixed Use          Multifamily/Retai1       1        $13,711,306      $13,612,435
   18        New York                        Mixed Use          Multifamily/Retai1       1        $12,193,304      $12,105,379
   54        New York                        Mixed Use          Multifamily/Retai1       1         $5,250,000       $5,212,143
   57        Melbourne/Titusville/Palm Bay   Retail             Anchored                 1         $5,050,000       $5,037,713
   61        New York                        Mixed Use          Office/Retail            1         $4,600,000       $4,594,946
   64        Newark                          Multifamily        Garden Apartments        1         $4,300,000       $4,291,092
   65        Phoenix                         Office             Medical Office           1         $4,200,000       $4,183,488
   80        Scottsbluff                     Retail             Free Standing            1         $2,850,000       $2,850,000
   93        New York                        Office             Urban Office             1         $2,000,000       $1,925,723

Total/Weighted Average:                                                                          $870,406,402     $863,020,894
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE VI

                            NATIONWIDE LOAN SCHEDULE


MSCI 2004-IQ7

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------



  Loan    Mortgage                                           Portfolio Name
Pool No. Loan Seller   Loan Number  Property Name            (if applicable)   Street Address                           County
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>           <C>          <C>                      <C>               <C>                                      <C>
  5      Nationwide    00-1001072   San Marino Apartments          NAP         9300 Marino Circle                       Collier
 22      Nationwide    00-1100292   Coligny Plaza                  NAP         1 North Forest Beach Drive               Beaufort
 38      Nationwide    00-1100312   Colerain Shopping Center       NAP         9440-9490 Colerain Avenue                Hamilton
 39      Nationwide    00-1100200   Park Place Cerritos            NAP         11548 and 11554 South Street             Los Angeles
 40      Nationwide    00-1100285   Mound Marketplace              NAP         2125-2195 Commerce Boulevard             Hennepin
 53      Nationwide    00-1100274   North Pointe Centre            NAP         N78 W14501 - N78W14597 Appleton Avenue   Waukesha
 67      Nationwide    00-1100370   Lansdale Avenue                NAP         100-102 Lansdale Avenue                  New Haven
 69      Nationwide    00-1100271   Brookshire Plaza               NAP         4755 East 126th Street                   Hamilton
 89      Nationwide    00-1100221   Long Beach Sav-On              NAP         1250 East Pacific Coast Highway          Los Angeles

Total/ Weighted Average:
-----------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]


<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------



  Loan                                                 North or South Ca
Pool No.         City                       State         (NCA/SCA)                  Zip Code         MSA
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                        <C>        <C>                           <C>              <C>
    5            Naples                     FL               NAP                     34114            Naples
   22            Hilton Head                SC               NAP                     29928            Hilton Head Island - Beaufort
   38            Cincinnati                 OH               NAP                     45251            Cincinnati
   39            Cerritos                   CA               SCA                     90703            Los Angeles-Long Beach
   40            Mound                      MN               NAP                     55364            Minneapolis-St. Paul
   53            Menomonee Falls            WI               NAP                     53051            Milwaukee-Waukesha
   67            Milford                    CT               NAP                     06460            Bridgeport
   69            Carmel                     IN               NAP                     46033            Indianapolis
   89            Long Beach                 CA               SCA                     90806            Los Angeles-Long Beach

Total/ Weighted Average:
-----------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]


<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------



  Loan
Pool No.         Property Type       Property Sub-type      Number of Properties        Original Balance       Cut-off Date Balance
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                 <C>                    <C>                         <C>                    <C>
    5            Multifamily         Garden Apartments             1                         $27,000,000                $26,820,819
   22            Retail              Anchored                      1                         $10,000,000                $10,000,000
   38            Retail              Anchored                      1                          $6,700,000                 $6,700,000
   39            Retail              Free Standing                 1                          $6,400,000                 $6,370,181
   40            Retail              Anchored                      1                          $6,300,000                 $6,282,768
   53            Retail              Anchored                      1                          $5,500,000                 $5,421,909
   67            Mixed Use           Multifamily/Retail            1                          $3,900,000                 $3,900,000
   69            Retail              Anchored                      1                          $3,795,000                 $3,702,258
   89            Retail              Free Standing                 1                          $2,100,000                 $2,095,792

Total/ Weighted Average:                                                                    $870,406,402               $863,020,894
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE VII

                             PRINCIPAL LOAN SCHEDULE


MSCI 2004-IQ7

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------



  Loan    Mortgage                                                                          Portfolio
  Pool    Loan              Loan                                                            Name
   No.    Seller            Number        Property Name                                     (if applicable)
---------------------------------------------------------------------------------------------------------------------------------
<S>       <C>               <C>           <C>                                               <C>
   29     PCF               753852        North by Northeast Shopping Center                NAP
   34     PCF               753834        Park Summit Office Building                       NAP
   43     PCF               753846        River Road II Shopping Center II                  NAP
   44     PCF               753844        Mesa Tech Center                                  NAP
   46     PCF               753837        Interlochen Village Shopping Center               NAP
   49     PCF               753861        151 Merrimac Street                               NAP
   52     PCF               753849        Fuller Apartments                                 NAP
   55     PCF               753772        Northtowne Shopping Center                        NAP
   56     PCF               753876        Mokena Corners                                    NAP
   60     PCF               753832        2345 West 103rd Street                            NAP
   71     PCF               753845        5235-5247 Arrow Highway & 8950 Central Avenue     NAP
   85     PCF               753835        3920 Capitol Avenue                               NAP

Total/ Weighted Average:
---------------------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]

<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------



  Loan                                                                                                    North or
  Pool                                                                                                    South CA
   No.   Street Address                                     County         City                State      (NCA/SCA)     Zip Code
---------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                <C>            <C>                 <C>        <C>           <C>
   29    7800-7870 East 96th Street                         Hamilton       Fishers               IN          NAP         46038
   34    2675 Breckenridge Boulevard                        Gwinnett       Duluth                GA          NAP         30096
   43    5001 Huguenot Road                                 Henrico        Richmond              VA          NAP         23226
   44    10015 Waples Court                                 San Diego      San Diego             CA          SCA         92121
   46    5270 Peachtree Parkway                             Gwinnett       Norcross              GA          NAP         30092
   49    151 Merrimac Street                                Suffolk        Boston                MA          NAP         02114
   52    1100 Mondavi Way                                   Kern           Bakersfield           CA          SCA         93312
   55    6900 San Pedro Avenue                              Bexar          San Antonio           TX          NAP         78216
   56    11212-11244 Lincoln Highway                        Will           Mokena                IL          NAP         60448
   60    2345 West 103rd Street                             Cook           Chicago               IL          NAP         60643
   71    5235-5247 Arrow Highway & 8950 Central Avenue      San Bernardino Montclair             CA          SCA         91763
   85    3920 Capitol Avenue                                Los Angeles    City of Industry      CA          SCA         90601

Total/ Weighted Average:
---------------------------------------------------------------------------------------------------------------------


[TABLE CONTINUED]

<CAPTION>
---------------------------------------------------------------------------------------------------------------------



  Loan                                                                                                      Cut-Off
  Pool                                      Property      Property          Number of       Original           Date
   No.   MSA                                Type          Sub-Type          Properties       Balance        Balance
---------------------------------------------------------------------------------------------------------------------
<S>      <C>                                <C>           <C>               <C>         <C>            <C>
   29    Indianapolis IN MSA                Retail        Shadow Anchored       1         $7,965,000     $7,956,050
   34    Atlanta GA MSA                     Office        Suburban Office       1         $7,400,000     $7,392,675
   43    Richmond-Petersburg VA MSA         Retail        Unanchored            1         $6,150,000     $6,140,637
   44    San Diego CA MSA                   Industrial    Warehouse             1         $6,000,000     $6,000,000
   46    Atlanta GA MSA                     Retail        Anchored              1         $6,000,000     $5,990,455
   49    Boston MA NECMA                    Office        Urban Office          1         $5,850,000     $5,840,998
   52    Bakersfield CA MSA                 Multifamily   Garden Apartments     1         $5,500,000     $5,493,691
   55    San Antonio TX MSA                 Retail        Anchored              1         $5,200,000     $5,192,611
   56    Chicago IL PMSA                    Retail        Shadow Anchored       1         $5,100,000     $5,100,000
   60    Chicago IL PMSA                    Retail        Free Standing         1         $4,750,000     $4,750,000
   71    Riverside-San Bernardino CA PMSA   Retail        Shadow Anchored       1         $3,500,000     $3,496,401
   85    Los Angeles-Long Beach CA PMSA     Industrial    Warehouse             1         $2,500,000     $2,497,335

Total/ Weighted Average:                                                                $870,406,402   $863,020,894
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                  SCHEDULE VIII

                               TIAA LOAN SCHEDULE


MSCI 2004-IQ7
TIAA Accounting Tape
May 18, 2004

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Loan
Pool          Mortgage      Loan              Property                        Portfolio Name
No.         Loan Seller     Number              Name                          (if applicable)           Street Address
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>         <C>                                          <C>            <C>
13            TIAA          570100      University Centre West III                   NAP            2700-2788 North University Drive
14            TIAA          573200      Brandywine Commons II                        NAP            1000-1500 Rocky Run Parkway
20            TIAA          574000      Shoppes at Easton                            NAP            8200 Elliott Road
24            TIAA          573800      Turfway Crossing                             NAP            1336 Hansel Drive
50            TIAA          569700      Oakland Commons Shopping Center              NAP            2203-2205 East Oakland Avenue

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------



Loan                                                                  North or
Pool        Mortgage                                                  South CA           Zip
No.        Loan Seller      County         City           State       (NCA/SCA)          Code         MSA
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>         <C>                <C>           <C>            <C>    <C>
13            TIAA          Broward     Coral Springs      FL            NAP            33065   Fort Lauderdale
14            TIAA          New Castle  Wilmington         DE            NAP            19803   Wilmington-Newark
20            TIAA          Talbot      Easton             MD            NAP            21601   Easton
24            TIAA          Boone       Florence           KY            NAP            41042   Cincinnati-Northern Kentucky
50            TIAA          McLean      Bloomington        IL            NAP            61701   Bloomington-Normal

Total/ Weighted Average:
------------------------------------------------------------------------------------------------------------------------------------

[TABLE CONTINUED]

<CAPTION>




--------------------------------------------------------------------------------------------------------
Loan
Pool        Mortgage      Property        Property      Number of          Original       Cut-Off
No.        Loan Seller      Type          Sub-Type      Properties         Balance      Date Balance
--------------------------------------------------------------------------------------------------------
<S>           <C>           <C>         <C>                <C>           <C>            <C>
13            TIAA          Mixed Use   Office/Retail      1             $14,250,000    $14,175,329
14            TIAA          Retail      Anchored           1             $13,800,000    $13,800,000
20            TIAA          Retail      Anchored           1             $11,100,000    $11,100,000
24            TIAA          Retail      Anchored           1              $9,750,000     $9,750,000
50            TIAA          Retail      Anchored           1              $5,587,500     $5,563,415

Total/ Weighted Average:                                                $870,406,402   $863,020,894
--------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE IX

             LIST OF ESCROW ACCOUNTS NOT CURRENTLY ELIGIBLE ACCOUNTS
                                (Section 8.3(e))

Morgan Stanley Mortgage Capital Inc.: None

NCB, FSB: None

State Farm Life Insurance Company

Linden Place Office Building (Loan No. 1368701) (Note: This item is being listed
as an abundance of caution since it could not be verified whether the escrow
account maintained with First National Bank of Omaha is an "Eligible Account.")

Nationwide Life Insurance Company: North Pointe Center (Loan No. 1100274)

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None

<PAGE>

                                   SCHEDULE X

                   CERTAIN ESCROW ACCOUNTS FOR WHICH A REPORT
                        UNDER SECTION 5.1(g) IS REQUIRED

Morgan Stanley Mortgage Capital Inc.
111 Eighth Avenue (Deferred Maintenance)
Rockvale Square (Deferred Maintenance)
Long Beach Plaza (Environmental - maintained by title company)
Waldbaum's Whitesone (Deferred Maintenance - maintained by title company)
Waldbaum's Whitestone (Environmental - maintained by title company)

NCB, FSB
Dayton Towers Corporation (Loan No. 470032700)
Dimond Lore Corporation (Loan No. 479000990)
64-11 Owners Corp. (Loan No. 470032650)
Mamaroneck Gardens Inc. (Loan No. 470033040)
Hanover Court Mutual Housing Cooperative, Inc. (Loan No. 470034190)

State Farm Life Insurance Company
Linden Place Office Building (Loan No. 1368701)
Walgreens Cheltenham (Loan No. 1369201)

Nationwide Life Insurance Company: None

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None

<PAGE>

                                   SCHEDULE XI

   LIST OF MORTGAGORS THAT ARE THIRD PARTY BENEFICIARIES UNDER SECTION 2.3(a)

Morgan Stanley Mortgage Capital Inc.: None

NCB, FSB: None

State Farm Life Insurance Company
Mortgage Loan Nos. 47-48, Ashburn Town Center, are cross-defaulted with each
other, but are secured by the same mortgaged property with one mortgage.

Nationwide Life Insurance Company: None

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None

<PAGE>

                                  SCHEDULE XII

                                    Reserved

<PAGE>

                                  SCHEDULE XIII

                                EARN-OUT RESERVES

Morgan Stanley Mortgage Capital Inc.: None

NCB, FSB
Dayton Towers Corporation (Loan No. 470032700)
Dimond Lore Corporation (Loan No. 479000990)
64-11 Owners Corp. (Loan No. 470032650)
Churchland Shopping Center (Loan No. 479001060)
Parklane Townhouses Cooperative, Inc. (Loan No. 47003520)
Sunnyside Manor, Ltd. (Loan No. 470033770)
111-117 West 96th Street Owners, Inc. (Loan No. 470030890)
Mamaroneck Gardens Inc. (Loan No. 470033040)
Hanover Court Mutual Housing Cooperative, Inc. (Loan No. 470034190)

State Farm Life Insurance Company
Linden Place Office Building (Loan No. 1368701)
Walgreens Cheltenham (Loan No. 1369201)

Nationwide Life Insurance Company: None

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None

<PAGE>

                                  SCHEDULE XIV

   LIST OF MORTGAGE LOANS FOR WHICH A SCHEDULED PAYMENT DATE IS DUE AFTER THE
                           END OF A COLLECTION PERIOD

Morgan Stanley Mortgage Capital Inc.: None

NCB, FSB: None

State Farm Life Insurance Company: None

Nationwide Life Insurance Company: None

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None

<PAGE>

                                   SCHEDULE XV

    LIST OF MORTGAGE LOANS THAT PERMIT VOLUNTARY PRINCIPAL PREPAYMENT WITHOUT
                       PAYMENT OF A FULL MONTH'S INTEREST

Morgan Stanley Mortgage Capital Inc.: None

NCB, FSB: None

State Farm Life Insurance Company
Park Tower III (Loan No. 1367001)
701 Pencader Drive (Loan No. 1369601)
Walgreens Chesterfield (Loan No. 1369401)
Alexander Court III (Loan No. 1365501)

Nationwide Life Insurance Company: None

Washington Mutual Bank, FA: None

Teachers Insurance and Annuity Association of America: None

Principal Commercial Funding, LLC: None

National Consumer Cooperative Bank: None