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

                             CAPMARK SERVICES, L.P.,
                               as Master Servicer,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              as Special Servicer,

                                       and

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

                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2001

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2001-IQ

================================================================================


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                    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................................................


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

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


                                   ARTICLE III

                                THE CERTIFICATES

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


                                   ARTICLE IV

                                    ADVANCES

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


                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

Section 5.1   Collections...................................................
Section 5.2   Application of Funds in the Certificate Account and
               Interest Reserve Account.....................................
Section 5.3   Distribution 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...........................................


                                   ARTICLE VII

                   CONCERNING THE TRUSTEE AND THE PAYING AGENT

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


                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1   Servicing Standard; Servicing Duties.........................
Section 8.2   Fidelity Bond and Errors and Omissions Insurance Policy
               Maintained by the Master Servicer...........................
Section 8.3   Master Servicer's General Power and Duties...................
Section 8.4   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 Master
               Servicer to be Held for the Trustee for the Benefit of
               the Certificateholders......................................
Section 8.10  Servicing Compensation.......................................
Section 8.11  Master Servicer Reports; Account Statements..................
Section 8.12  Annual Statement as to Compliance............................
Section 8.13  Annual Independent Public Accountants' Servicing Report......
Section 8.14  Operating Statement Analysis Reports Regarding the
               Mortgaged Properties........................................
Section 8.15  Other Available Information and Certain Rights of the
               Master Servicer.............................................
Section 8.16  Rule 144A Information........................................
Section 8.17  Inspections..................................................
Section 8.18  Modifications, Waivers, Amendments, Extensions and
               Consents....................................................
Section 8.19  Specially Serviced Mortgage Loans............................
Section 8.20  Representations, Warranties and Covenants of the Master
               Servicer....................................................
Section 8.21  Merger or Consolidation......................................
Section 8.22  Resignation of Master Servicer...............................
Section 8.23  Assignment or Delegation of Duties by Master Servicer........
Section 8.24  Limitation on Liability of the Master Servicer and Others....
Section 8.25  Indemnification; Third-Party Claims..........................
Section 8.26  Exchange Act Reporting.......................................
Section 8.27  Compliance with REMIC Provisions.............................
Section 8.28  Termination..................................................
Section 8.29  Procedure Upon Termination...................................


                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                              BY SPECIAL SERVICER

Section 9.1   Duties of Special Servicer...................................
Section 9.2   Fidelity Bond and Errors and Omissions Insurance Policy
               of Special Servicer.........................................
Section 9.3   Sub-Servicers................................................
Section 9.4   Special Servicer 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 Special
               Servicer To Be Held for the Trustee.........................
Section 9.8   Representations, Warranties and Covenants of the Special
               Servicer....................................................
Section 9.9   Standard Hazard, Flood and Comprehensive General
               Liability Insurance Policies................................
Section 9.10  Presentment of Claims and Collection of Proceeds.............
Section 9.11  Compensation to the Special Servicer.........................
Section 9.12  Realization Upon Defaulted Mortgage Loans....................
Section 9.13  Foreclosure..................................................
Section 9.14  Operation of REO Property....................................
Section 9.15  Sale of REO Property.........................................
Section 9.16  Realization on Collateral Security...........................
Section 9.17  Reserved.....................................................
Section 9.18  Annual Officer's Certificate as to Compliance................
Section 9.19  Annual Independent Accountants' Servicing Report.............
Section 9.20  Merger or Consolidation......................................
Section 9.21  Resignation of Special Servicer..............................
Section 9.22  Assignment or Delegation of Duties by Special Servicer.......
Section 9.23  Limitation on Liability of the Special Servicer and Others...
Section 9.24  Indemnification; Third-Party Claims..........................
Section 9.25  Reserved.....................................................
Section 9.26  Special Servicer 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  Duties of Operating Adviser..................................


                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

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


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

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


                                   ARTICLE XII

                              REMIC 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  Reserved.....................................................


                                  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 B Certificate
EXHIBIT A-5      Form of Class C Certificate
EXHIBIT A-6      Form of Class D Certificate
EXHIBIT A-7      Form of Class E Certificate
EXHIBIT A-8      Form of Class F Certificate
EXHIBIT A-9      Form of Class G Certificate
EXHIBIT A-10     Form of Class H Certificate
EXHIBIT A-11     Form of Class J Certificate
EXHIBIT A-12     Form of Class K Certificate
EXHIBIT A-13     Form of Class L Certificate
EXHIBIT A-14     Form of Class M Certificate
EXHIBIT A-15     Form of Class N Certificate
EXHIBIT A-16     Form of Class O Certificate
EXHIBIT A-17     Form of Class R-I Certificate
EXHIBIT A-18     Form of Class R-II Certificate
EXHIBIT A-19     Form of Class R-III Certificate
EXHIBIT A-20     Form of Class X-1 Certificate
EXHIBIT A-21     Form of Class X-2 Certificate
EXHIBIT B-1      Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2      Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C        Form of Request for Release
EXHIBIT D-1      Form of Transferor Certificate for Transfers to Definitive
                 Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A     Form I of Transferee Certificate for Transfers of Definitive
                 Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B     Form II of Transferee Certificate for Transfers of
                 Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A     Form I of Transferee Certificate for Transfers of Interests
                 in Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B     Form II of Transferee Certificate for Transfers of Interests
                 in Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F        Form of Regulation S Certificate
EXHIBIT G        Reserved
EXHIBIT H        Form of Exchange Certification
EXHIBIT I        Form of EUROCLEAR or Clearstream Certificate (Section 3.7(d)
EXHIBIT J        Reserved
EXHIBIT K-1      Form of Mortgage Loan Purchase Agreement I (AEGON)
EXHIBIT K-2      Form of Mortgage Loan Purchase Agreement II (Allmerica)
EXHIBIT K-3      Form of Mortgage Loan Purchase Agreement III (First Allmerica)
EXHIBIT K-4      Form of Mortgage Loan Purchase Agreement IV (Lincoln)
EXHIBIT K-5      Form of Mortgage Loan Purchase Agreement V (MONY)
EXHIBIT K-6      Form of Mortgage Loan Purchase Agreement VI (Nationwide)
EXHIBIT K-7      Form of Mortgage Loan Purchase Agreement VII (TIAA)
EXHIBIT L        Form of Inspection Report
EXHIBIT M        Form of Monthly Certificateholders Report (Section 5.4(a))
EXHIBIT N        Form of Operating Statement Analysis Report
EXHIBIT O        Form of Special Servicer Monthly Report (Section 9.32(a))
EXHIBIT P        Form of NOI Adjustment Worksheet
EXHIBIT Q        Reserved
EXHIBIT R        Reserved
EXHIBIT S-1      Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT S-2      Form of Power of Attorney to Special Servicer (Section 9.4(a)
EXHIBIT T        Form of Debt Service Coverage Ratio Procedures
EXHIBIT U        Form of Assignment and Assumption Submission to Special
                 Servicer (Section 8.7(a))
EXHIBIT V        Form of Additional Lien, Monetary Encumbrance and Mezzanine
                 Financing Submission Package to the Special Servicer
                 (Section 8.7(e))
EXHIBIT W        Restricted Servicer Reports
EXHIBIT X        Unrestricted Servicer Reports
EXHIBIT Y        Investor Certificate (Section 5.4(a))

SCHEDULE I       AEGON Loan Schedule
SCHEDULE II      Allmerica Loan Schedule
SCHEDULE III     First Allmerica Loan Schedule
SCHEDULE IV      Lincoln Loan Schedule
SCHEDULE V       MONY Loan Schedule
SCHEDULE VI      Nationwide Loan Schedule
SCHEDULE VII     TIAA Loan Schedule
SCHEDULE VIII    Reserved.
SCHEDULE IX      Reserved.
SCHEDULE X       List of Mortgagors that are Third-Party Beneficiaries Under
                 Section 2.3(a)
SCHEDULE XI      Rates Used in Determination of Class X Pass-Through Rates
                 ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")


<PAGE>

            THIS POOLING AND SERVICING AGREEMENT is dated as of October 1, 2001
(this "Agreement") among MORGAN STANLEY DEAN WITTER CAPITAL I INC., a Delaware
corporation, as depositor (the "Depositor"), CAPMARK SERVICES, L.P., as master
servicer (the "Master Servicer"), GMAC COMMERCIAL MORTGAGE CORPORATION, as
special servicer (the "Special Servicer"), and WELLS FARGO BANK MINNESOTA, N.A.,
as trustee of the Trust (in such capacity, the "Trustee") as paying agent (in
such capacity, the "Paying Agent") and as certificate registrar.

                              PRELIMINARY STATEMENT

            On the Closing Date, the Depositor will acquire the Mortgage Loans
from AEGON USA Realty Advisors, Inc., as seller ("AEGON"), Allmerica Financial
Life Insurance and Annuity Company, as seller ("Allmerica"), First Allmerica
Financial Life Insurance Company, as seller ("First Allmerica"), Lincoln Realty
Capital Corporation, as seller ("Lincoln"), MONY Life Insurance Company, as
seller ("MONY"), Nationwide Life Insurance Company, as seller ("Nationwide") and
Teachers Insurance and Annuity Association of America ("TIAA"), as seller, and
will be the owner of the Mortgage Loans and the other property being conveyed by
it to the Trustee for inclusion in the Trust which is hereby created. On the
Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and
the Class R-I Certificate as consideration for its transfer to the Trust of the
Mortgage Loans and the other property constituting the Trust; (ii) the REMIC II
Regular Interests and the Class R-II Certificates as consideration for its
transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III
Certificates as consideration for its transfer of the REMIC II Regular Interests
to the Trust. The Depositor has duly authorized the execution and delivery of
this Agreement to provide for the foregoing and the issuance of (A) the REMIC I
Regular Interests and the Class R-I Certificates representing in the aggregate
the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests
and the Class R-II Certificates representing in the aggregate the entire
beneficial ownership of REMIC II and (C) the REMIC III Certificates representing
in the aggregate the entire beneficial ownership of REMIC III. All covenants and
agreements made by the Depositor and the Trustee herein with respect to the
Mortgage Loans and the other property constituting the Trust are for the benefit
of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests,
the Residual Certificates and the REMIC Regular Certificates. The parties hereto
are entering into this Agreement, and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

            The Class A-1, Class A-2, Class A-3 and Class B Certificates will be
offered for sale pursuant to the prospectus (the "Prospectus") dated October 9,
2001, as supplemented by the preliminary prospectus supplement dated October 9,
2001 (together with the Prospectus, the "Preliminary Prospectus Supplement"),
and as further supplemented by the final prospectus supplement dated October 17,
2001 (together with the Prospectus, the "Final Prospectus Supplement"), and the
Class X-1, Class X-2, 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
offered for sale pursuant to a Private Placement Memorandum dated October 17,
2001.

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

                                     REMIC I

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

                                    REMIC II

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

                                    REMIC III

                                       Initial Aggregate
    REMIC III         Initial        Certificate Principal
Regular Interest    Pass-Through      Balance or Notional     Final Scheduled
   Designation        Rate(a)               Amount          Distribution Date(b)


Class A-1                4.57%          $ 200,500,000              7/18/06
Class A-2                5.33%          $ 151,700,000              7/18/08
Class A-3                5.72%          $ 261,000,000              1/18/11
Class X-1                1.62%          $ 713,024,371              8/18/18
Class X-2                1.69%          $ 218,599,000              10/18/08
Class B                  6.09%          $  22,282,000              1/18/11
Class C                  6.26%          $  18,717,000              4/18/11
Class D                  6.38%          $   5,348,000              4/18/11
Class E                  6.68%          $   5,348,000              5/18/11
Class F                  6.79%          $   8,913,000              10/18/11
Class G                  7.23%          $   5,347,000              3/18/12
Class H                  6.00%          $   5,348,000              9/18/12
Class J                  6.00%          $  10,695,000              9/18/13
Class K                  6.00%          $   3,565,000              4/18/14
Class L                  6.00%          $   1,783,000              8/18/14
Class M                  6.00%          $   5,348,000              11/18/15
Class N                  6.00%          $   1,782,000              4/18/16
Class O                  6.00%          $   5,348,371              8/18/18
Class R-III(c)          N/A                   N/A                    N/A


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

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

(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 have been reduced to zero and any Realized Losses
      previously allocated thereto (and any interest thereon) have been
      reimbursed.

            As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $713,024,371.

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

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

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

                                   ARTICLE I

                                   DEFINITIONS

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

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

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

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

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


            "ADJUSTED MORTGAGE RATE" means with respect to any Mortgage Loan
that accrues interest on the basis of a 360-day year consisting of twelve (12)
30-day months ("30/360 basis"), the Mortgage Rate thereof minus the
Administrative Cost Rate. For any Mortgage Loan that accrues interest on a basis
other than that of a 30/360 basis and any Distribution Date, the rate (less
amounts calculated at the Administrative Cost Rate for such Mortgage Loan) 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 ; 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
Account 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 Account.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicers in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees), (iii) amounts
that constitute Prepayment Premiums, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Account, and (v) Scheduled Payments collected but due on a Due Date
subsequent to the related Collection Period and (b) if and to the extent not
already among the amounts described in clause (a), (i) the aggregate amount of
any P&I Advances made by the Master Servicer or the Trustee for such
Distribution Date pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate
amount of any Compensating Interest payments made by the Master Servicer for
such Distribution Date pursuant to the terms hereof, and (iii) if such
Distribution Date occurs in March of any year, commencing March 2002, the
aggregate of the Interest Reserve Amounts then held on deposit in the Interest
Reserve Account in respect of each Interest Reserve Loan.

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

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

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

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

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

            "BUSINESS DAY" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, San Francisco, California, or the
principal cities in which the Special Servicer, the Trustee, the Paying Agent or
the Master Servicer conducts servicing or trust operations, or (iii) a day on
which banking institutions or savings associations in San Francisco, California,
Minneapolis, Minnesota, Columbia, Maryland or New York, New York are authorized
or obligated by law or executive order to be closed.

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

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

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

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

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

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

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

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

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

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

            "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS A-3
CERTIFICATES," "CLASS X-1 CERTIFICATES," "CLASS X-2 CERTIFICATES," "CLASS B
CERTIFICATES," "CLASS C CERTIFICATES," "CLASS D CERTIFICATES," "CLASS E
CERTIFICATES," "CLASS F CERTIFICATES," "CLASS G CERTIFICATES," "CLASS H
CERTIFICATES," "CLASS J CERTIFICATES," "CLASS K CERTIFICATES," "CLASS L
CERTIFICATES," "CLASS M CERTIFICATES," "CLASS N CERTIFICATES," "CLASS O
CERTIFICATES," "CLASS R-I CERTIFICATES," "CLASS R-II CERTIFICATES," or "CLASS
R-III CERTIFICATES," mean the Certificates designated as "Class A-1," "Class
A-2," "Class A-3," "Class X-1," "Class X-2," "Class B," "Class C," "Class D,"
"Class E," "Class F," "Class G," "Class H," "Class J," "Class K," "Class L,"
"Class M," "Class N," "Class O," "Class R-I," "Class R-II" and "Class R-III"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits A-1 through A-20 hereof.

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

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

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

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

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

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

            "CLASS X-1 STRIP RATE" means, for any Distribution Date, with
respect to any Class of Certificates (other than the Class A-3, Class X and the
Residual Certificates), the Class A-3A Component and the Class A-3B Component,
the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date over (ii) (x) in the case of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3A Component, 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, the Pass-Through
Rate for such Class of Certificates or such Component and (y) in the case of the
Class A-3B Component, Class B Certificates and Class C Certificates, (i) for any
Distribution Date occurring on or before the Distribution Date in October 2008,
the rate per annum corresponding to such Distribution Date as set forth in
Schedule XI attached hereto and (ii) for any Distribution Date occurring after
the Distribution Date in October 2008, the Pass-Through Rate for such Class of
Certificates or such Component, but in no event shall the Class X-1 Strip Rate
be less than zero.

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

            "CLASS X-2 NOTIONAL AMOUNT" means, (i) with respect to any
Distribution Date occurring on or before the Distribution Date in October 2008,
the aggregate of the Certificate Balances of the Class A-3B Component and the
Class B Certificates and Class C Certificates as of the close of business on the
preceding Distribution Date and (ii) with respect to any Distribution Date
occurring after the Distribution Date in October 2008, zero.

            "CLASS X-2 STRIP RATE" means, for any Distribution Date, with
respect to the Class A-3B Component, Class B Certificates and Class C
Certificates, the lesser of (i) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XI attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date minus the
Pass-Through Rate for such Component or such Class of Certificates for such
Distribution Date, but in no event will any Class X-2 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, societe anonyme.

            "CLOSING DATE" means October 24, 2001.

            "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

            "COMPENSATING INTEREST" means with respect to any Distribution Date,
an amount equal to the excess of (A) Prepayment Interest Shortfalls incurred in
respect of the Mortgage Loans other than the Specially Serviced Mortgage Loans
resulting from Principal Prepayments on the Mortgage Loans during the related
Collection Period over (B) Prepayment Interest Excesses resulting from Principal
Prepayments on the Mortgage Loans during the same Collection Period, but in any
event with respect to Compensating Interest to be paid by the Master Servicer
hereunder, not more than the portion of the aggregate Master Servicing Fee
accrued at a rate per annum equal to 2 basis points for the related Collection
Period calculated in respect of all the Mortgage Loans (including REO Mortgage
Loans) unless the related Prepayment Interest Shortfall is the result of a
Principal Prepayment or Balloon Payment received on a Mortgage Loan after the
Determination Date and prior to the Master Servicer Remittance Date in which
case the Compensating Interest will not be so limited.

            "COMPONENT" means either of the Class A-3A Component and the Class
A-3B Component.

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

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

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

            "CORPORATE TRUST OFFICE" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located for certificate transfer purposes at Wells
Fargo Center, Sixth and Marquette Avenue, MAC #N9303-121, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust Services (CMBS)-- Morgan Stanley Dean
Witter Capital I Inc. Series 2001-IQ, and for all other purposes at 11000 Broken
Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust Services
(CMBS)--Morgan Stanley Dean Witter Capital I Inc. Series 2001-IQ, or at such
other address as the Trustee or Certificate Registrar may designate from time to
time by notice to the Certificateholders, the Depositor, the Master Servicer,
the Paying Agent and the Special Servicer.

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

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

            "CROSS-COLLATERALIZED LOAN" has the meaning set forth in Section
2.3(a) hereof.

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

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

            "CUT-OFF DATE" means, with respect to each Mortgage Loan, the end of
business on the Due Date of such Mortgage Loan in October.

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

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

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

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

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

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

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

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

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

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

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

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

            "DETERMINATION DATE" means, with respect to any Distribution Date,
the 5th Business Day prior to the related Distribution Date, commencing November
9, 2001.

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

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

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

            "DISTRIBUTABLE CERTIFICATE INTEREST" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest, reduced
(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 and
Expense Losses allocated on such Distribution Date to reduce the Distributable
Certificate Interest payable to such Class or Interest pursuant to Section 6.6,
plus (B) the Unpaid Interest.

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

            "DISTRIBUTION DATE" means the 18th day of each month or, if such day
is not a Business Day, the next succeeding Business Day, commencing November 19,
2001.

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

            "ELIGIBLE ACCOUNT" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "P-1" by Moody's and "F-1+" by Fitch, if the
deposits are to be held in the account for 30 days or less), or (B) long-term
unsecured debt obligations are rated at least "Aa2" by Moody's and "AA" by
Fitch, if the deposits are to be held in the account more than 30 days or (ii) a
segregated trust account or accounts maintained in the trust department of the
Trustee, the Paying Agent or other financial institution 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), or (iii) an account or accounts of a depository
institution acceptable to each Rating Agency, as evidenced by Rating Agency
Confirmation with respect to the use of any such account as the Certificate
Account or the Distribution Account. Notwithstanding anything in the foregoing
to the contrary, an account shall not fail to be an Eligible Account solely
because it is maintained with Wells Fargo Bank, N.A. or Wells Fargo Bank Iowa,
N.A., each 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 "F-1" in the case of Fitch, if the deposits are to be held in the
account for 30 days or less, or (B) long-term unsecured debt obligations are
rated at least "Aa3" in the case of Moody's and "A+" in the case of Fitch, if
the deposits are to be held in the account more than 30 days.

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

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

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

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

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

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

            (vi) units of investment funds (including money market funds) rated
in the highest long-term category by Fitch or if not rated by Fitch then Fitch
has issued a Rating Agency Confirmation, and the highest long-term category by
Moody's, or if not rated by Moody's then Moody's 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 rating) by Fitch
and "Aa2" by Moody's (if rated by Fitch or, if not rated by Fitch, by Moody's
and another nationally recognized statistical rating organization), or for which
Rating Agency Confirmation is obtained with respect to such ratings;

            (viii) any money market funds (including any money market funds for
which the Trustee or an affiliate acts as an advisor) that maintain a constant
asset value and that are rated "Aaa" (or its equivalent rating) by Moody's and
"AAA" (or its equivalent) by Fitch, and any other demand, money-market or time
deposit, or any other obligation, security or investment, with respect to which
Rating Agency Confirmation has been obtained; and

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

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

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

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

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

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

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

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

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

            "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.

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

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

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

            "FINAL RATED DISTRIBUTION DATE" means with respect to each rated
Class of Certificates, the Distribution Date in December, 2032.

            "FINAL RECOVERY DETERMINATION" means a determination with respect
to: (i) any Mortgage Loan other than a Specially Serviced Mortgage Loan, by the
Master Servicer in consultation with the Special Servicer and (ii) with respect
to any Specially Serviced Loan (including a Mortgage Loan that became an REO
Property) by the 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 Master Servicer or the Special Servicer, as the
case may be, expects to be finally recoverable on such Mortgage Loan, without
regard to any obligation of the Master Servicer or the Trustee, as the case may
be, to make payments from its own funds pursuant to Article IV hereof, have been
recovered. The Special Servicer shall be required to provide the Master Servicer
with prompt written notice of any Final Recovery Determination with respect to
any Specially Serviced Mortgage Loan or REO Mortgage Loan upon making such
determination. The Master Servicer shall notify the Trustee and the Paying Agent
of such determination and the Paying Agent shall deliver a copy of such notice
to each Rating Agency.

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

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

            "FIRST ALLMERICA" has the meaning assigned in the Preliminary
Statement hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "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 a 30/360 basis.

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

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

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

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

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

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

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

            "LIQUIDATION FEE" means, with respect to (1) a Specially Serviced
Mortgage Loan or related REO Property, 1.00% of the related Liquidation Proceeds
and/or any Condemnation Proceeds; and (2) a Specially Serviced Mortgage Loan or
any Mortgage Loan that was a Specially Serviced Mortgage Loan during or after
the time of notice of a breach or defect, regardless of whether such Mortgage
Loan later becomes a Rehabilitated Mortgage Loan, repurchased by a Seller
pursuant to Section 2.3 on a date that is 180 days or more after either (A) with
respect to a Specially Serviced Mortgage Loan, the date such Seller receives
notice of the breach or defect causing the repurchase or (B) with respect to any
Mortgage Loan other than a Specially Serviced Mortgage Loan, the date that such
Mortgage Loan becomes a Specially Serviced Mortgage Loan and such Seller has
previously received notice of the breach or defect causing the repurchase, 1.00%
of the Purchase Price (calculated without regard to such Liquidation Fee);
provided that the Liquidation Fee payable in respect of a Mortgage Loan pursuant
to this clause (2) shall be payable by the related Seller and not deducted as an
expense of the Trust.

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

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

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

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

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

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

            "MAI" means Member of the Appraisal Institute.

            "MASTER SERVICER" means CapMark Services, L.P. and its permitted
successors or assigns.

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

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

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

            "MASTER SERVICING FEE RATE" means, with respect to each Mortgage
Loan, the rate per annum specified as such on the Mortgage Loan Schedule.

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

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

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

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

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

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

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

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

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

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

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

            "MORTGAGE FILE" means the mortgage documents listed below:

            (i) the original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank Minnesota,
N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-IQ, without recourse,
representation or warranty" or if the original Mortgage Note is not included
therein, then a lost note affidavit with a copy of the Mortgage Note attached
thereto;

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

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

            (iv) an original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan
Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001- IQ";

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

            (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of Leases, in recordable form, signed by the holder of record in
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ," which assignment may be effected in the related Assignment of
Mortgage;

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

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

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

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

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

            (xii) the original of each letter of credit relating to the Mortgage
Loans (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

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

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

            (xv) any Environmental Insurance Policy; and

            (xvi) any indemnification agreement in favor of the lender.

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

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

            "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain Mortgage
Loan Purchase Agreement between AEGON and the Depositor dated as of October 17,
2001 with respect to the AEGON 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 Allmerica and the Depositor dated as of October
17, 2001 with respect to the Allmerica 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 First Allmerica and the Depositor dated as of
October 17, 2001 with respect to the First Allmerica 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 Lincoln and the Depositor dated as of October
17, 2001 with respect to the Lincoln 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 MONY and the Depositor dated as of October 17,
2001 with respect to the MONY 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 October
17, 2001 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 TIAA and the Depositor dated as of October 17,
2001 with respect to the TIAA Loans, a form of which is attached hereto as
Exhibit K-7.

            "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means collectively the
schedule attached hereto as Schedule I, which identifies each AEGON Loan, the
schedule attached hereto as Schedule II, which identifies each Allmerica Loan,
the schedule attached hereto as Schedule III, which identifies each First
Allmerica Loan, the schedule attached hereto as Schedule IV, which identifies
each Lincoln Loan, the schedule attached hereto as Schedule V, which identifies
each MONY Loan, the schedule attached hereto as Schedule VI, which identifies
each Nationwide Loan and the schedule attached hereto as Schedule VII, 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 RATE" means, for a given Mortgage Loan, the per annum rate
at which interest accrues on such Mortgage Loan.

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

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

            "MORTGAGOR" means the obligor on a Mortgage Note.

            "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.

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

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

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

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

            "NOI ADJUSTMENT WORKSHEET" means a worksheet substantially in the
form of Exhibit P.

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

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

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

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

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

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

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

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

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

            "OPINION OF COUNSEL" means a written opinion of counsel addressed to
the Master Servicer, the Special Servicer, or the Trustee and the Paying Agent,
as applicable, reasonably acceptable in form and substance to the Master
Servicer, the 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 the Master Servicer, the
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 the Trust or
any REMIC Pool.

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

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

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

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

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

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


            "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the X Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, the Pass-Through Rates for (i) the REMIC
I Regular Interests shall equal the REMIC I Net Mortgage Rate on the related
Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular Interests
shall equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (iii) the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D,
Class E and Class F Certificates, the fixed rate corresponding to such Class set
forth in the Preliminary Statement hereto, (iv) the Class H, Class J, Class K,
Class L, Class M, Class N and Class O Certificates shall equal the lesser of (A)
the fixed rate corresponding to such Class set forth in the Preliminary
Statement hereto and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (v) the Class G Certificates, the Weighted Average REMIC I
Net Mortgage Rate minus 0.30% for such Distribution Date, (vi) the Class X-1
Certificates, the per annum rate equal to the product of the Accrued Certificate
Interest thereon for such Distribution Date and 12, divided by the Class X-1
Notional Amount and (vii) the Class X-2 Certificates, the per annum rate equal
to the product of the Accrued Certificate Interest thereon for such Distribution
Date and 12, divided by the Class X-2 Notional Amount. The Pass-Through Rate for
the Class A-3A Component and the Class A-3B Component shall equal the
Pass-Through Rate of the Class A-3 Certificates.


            "PAYING AGENT" means Wells Fargo Bank Minnesota, N.A. and any
successor or assign, as provided herein.

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

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

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

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

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

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

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

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

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

            "PREPAYMENT INTEREST EXCESS" means for any Distribution Date and the
related Collection Period, during which a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) is made after the Due Date for
such Mortgage Loan through and including the last day of the Collection Period,
the amount of interest that accrues on the Mortgage Loan from such Due Date to
the date such payment was made, to the extent collected.

            "PREPAYMENT INTEREST SHORTFALL" means, with respect to any
Distribution Date and the related Collection Period, a shortfall in the
collection of a full month's interest on any Mortgage Loan, by reason of a full
or partial Principal Prepayment (including payment of a Balloon Payment other
than in connection with the foreclosure or liquidation of a Mortgage Loan) made
during any Collection Period prior to the Due Date for such Mortgage Loan in
such Collection Period. The amount of any Prepayment Interest Shortfall shall
equal the excess of (A) the aggregate amount of interest which would have
accrued on the Scheduled Principal Balance of such Mortgage Loan for the 30 days
ending on such Due Date if such Principal Prepayment or Balloon Payment had not
been made (net of the Master Servicing Fee, the Primary Servicing Fees, the
Special Servicing Fee and the Trustee Fee) over (B) the aggregate interest that
did so accrue through the date such payment was made.

            "PREPAYMENT PREMIUM" means, with respect to any Mortgage Loan for
any Distribution Date, the prepayment premiums or percentage premiums, if any,
received during the related Collection Period in connection with Principal
Prepayments on such Mortgage Loan (other than any Yield Maintenance Charges).

            "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 Delaware Lincoln Investment Advisers,
Nationwide Life Insurance Company, MONY Life Insurance Company and CapMark
Services, L.P. 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 Master Servicer,
dated as of October 1, 2001, under which such Primary Servicer services the
Mortgage Loans set forth on the schedule attached thereto.

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

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

            "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan or REO
Mortgage Loan, for purposes of performing calculations with respect to any
Distribution Date, the principal balance of such Mortgage Loan or the related
REO Mortgage Loan outstanding as of the Cut-Off Date after taking into account
all principal and interest payments made or due prior to the Cut-Off Date
(assuming, for any Mortgage Loan with a Due Date in October, 2001 that is not
October 1, 2001, that principal and interest payments for such month were paid
on October 1, 2001), reduced (to not less than zero) by (i) any payments or
other collections of amounts allocable to principal on such Mortgage Loan or
related REO Mortgage Loan that have been collected or received during any
preceding Collection Period, other than any Scheduled Payments due in any
subsequent Collection Period, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan
during any related and preceding Collection Period.

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

            "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution Date, the
sum of the following amounts: (i) the principal portion of all Scheduled
Payments (other than the principal portion of Balloon Payments) and any Assumed
Scheduled Payments, in each case, to the extent received or advanced, as the
case may be, in respect of the Mortgage Loans and any REO Mortgage Loans for
their respective Due Dates occurring during the related Collection Period; (ii)
all payments (including Principal Prepayments and the principal portion of
Balloon Payments) and any other collections (including Liquidation Proceeds
(other than the portion thereof, if any, constituting Excess Liquidation
Proceeds), Condemnation Proceeds, Insurance Proceeds, Purchase Proceeds and REO
Income) received on or in respect of the Mortgage Loans during the related
Collection Period and that were identified and applied by the Master Servicer as
recoveries of principal thereof.

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

            "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement
Memorandum dated October 17, 2001, pursuant to which the Class X-1, Class X-2,
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 offered for sale.

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

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

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

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

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

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

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

            "RATING AGENCIES" means Fitch and Moody's.

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

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

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

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

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

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

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

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

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

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

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

            "REHABILITATED MORTGAGE LOAN" means any Specially Serviced Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments have been
made (in the case of any such Mortgage Loan that was modified, based on the
modified terms), or a complete defeasance shall have occurred, (ii) no other
Servicing Transfer Event has occurred and is continuing (or with respect to
determining whether a Required Appraisal Loan is a Rehabilitated Mortgage Loan
for applying Appraisal Reductions, no other Appraisal Event has occurred and is
continuing) and (iii) the Trust has been reimbursed for all costs incurred as a
result of the occurrence of a Servicing Transfer Event or such amounts have been
forgiven.

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

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

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

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

            "REMIC I NET MORTGAGE RATE" means, with respect to any Distribution
Date, as to any REMIC I Regular Interest, a rate per annum equal to the Adjusted
Mortgage Rate for the related Mortgage Loan for such Distribution Date (based on
the Mortgage Rate thereof, as of the Cut-Off Date and without regard to any
modification, waiver or amendment of the terms thereof following the Cut-Off
Date).

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

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

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

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

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


            "REMIC II REGULAR INTEREST A-3A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $83,400,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

            "REMIC II REGULAR INTEREST A-3B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $177,600,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REMIC III REGULAR INTERESTS" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class X
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(a) hereof.

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

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

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

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

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

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

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

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

            "REO PROPERTY" means a Mortgaged Property acquired by the Trust
through foreclosure, deed-in-lieu of foreclosure, abandonment or reclamation
from bankruptcy in connection with a Defaulted Mortgage Loan or otherwise
treated as foreclosure property under the REMIC Provisions.

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

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

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

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

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

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

            "RESPONSIBLE OFFICER" means, when used with respect to the initial
Trustee, any officer assigned to the 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 or Paying Agent, any Vice President, Assistant Vice President,
corporate trust officer or any assistant corporate trust officer or persons
performing similar roles on behalf of the Trustee or Paying Agent.

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

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

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

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

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

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

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

            "SELLER" means AEGON, Allmerica, First Allmerica, Lincoln, MONY,
Nationwide or TIAA as the case may be.

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

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

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

            "SERVICER MORTGAGE FILE" means copies of the mortgage documents
listed in the definition of Mortgage File relating to a Mortgage Loan and shall
also include, to the extent required to be (and actually) delivered to the
Master Servicer by the applicable Seller pursuant to the applicable Mortgage
Loan Purchase Agreement, copies of the following items: the Mortgage Note, any
Mortgage or deed of trust, 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 and any Environmental Insurance Policies.

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

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

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

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

            (b) with a view to the timely collection of all scheduled payments
of principal and interest under the Mortgage Loans or, if a Mortgage Loan comes
into and continues in default and if, in the good faith and reasonable judgment
of the Special Servicer, no satisfactory arrangements can be made for the
collection of the delinquent payments, the maximization of the recovery on such
Mortgage Loan to the Certificateholders (as a collective whole) on a present
value basis (the relevant discounting of anticipated collections that will be
distributable to Certificateholders to be performed at the related REMIC I Net
Mortgage Rate, for the related Mortgage Loan);

and without regard to: (I) any other relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with
the related Mortgagor; (II) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(III) the Master Servicer's obligation to make Advances; and (IV) the right of
the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any
Affiliate thereof), as the case may be, to receive reimbursement of costs, or
the sufficiency of any compensation payable to it, hereunder or with respect to
any particular transaction.

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

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

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

            "SPECIAL SERVICER" means GMAC Commercial Mortgage Corporation, or
any successor Special Servicer as herein provided.

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

            "SPECIAL SERVICER MONTHLY REPORT" means the report in CMSA format
(as in effect on the date hereof or as such format may change from time to time
by the CMSA) substantially in the form of Exhibit O attached hereto.

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

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

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

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

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

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

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

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

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

            "TAX MATTERS PERSON" means the person designated as the "tax matters
person" of the 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.

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

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

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

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

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

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

            "TRUST" means the trust created pursuant to this Agreement, the
assets which consist of all the assets of REMIC I (including the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Insurance Policies, any REO Properties and other items
referred to in Section 2.1(a) hereof), REMIC II and REMIC III.

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

            "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 .0032% per annum (which includes the Paying
Agent Fee).

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

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

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

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

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

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

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

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

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

            "YIELD MAINTENANCE CHARGE" means, with respect to any Mortgage Loan
for any Distribution Date, the yield maintenance charges, if any, remitted in
connection with Principal Prepayments on the Mortgage Loan.

            Section 1.2 Calculations Respecting Mortgage Loans. (a) Calculations
required to be made by the Paying Agent pursuant to this Agreement with respect
to any Mortgage Loan shall be made based upon current information as to the
terms of the Mortgage Loans and reports of payments received from the Master
Servicer on such Mortgage Loans and payments to be made to the Paying Agent as
supplied to the Paying Agent by the Master Servicer. The Paying Agent shall not
be required to recompute, verify or recalculate the information supplied to it
by the Master Servicer and may conclusively rely upon such information in making
such calculations. If, however, a Responsible Officer of the Paying Agent has
actual knowledge of an error in the calculations, the Paying Agent shall inform
the Master Servicer of such error.

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

            Section 1.3 Calculations Respecting Accrued Interest. Accrued
interest on any Certificate shall be calculated based upon a 360-day year
consisting of twelve (12) 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.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

            Section 2.1 Conveyance of Mortgage Loans. (a) Effective as of the
Closing Date, the Depositor does hereby assign in trust to the Trustee, without
recourse, for the benefit of the Certificateholders all the right, title and
interest of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan
Purchase Agreement that are permitted to be assigned to the Trustee pursuant to
Section 14 thereof, (iii) the Initial Deposit and (iv) all other assets included
or to be included in REMIC I for the benefit of REMIC II and REMIC III. Such
assignment includes all interest and principal received or receivable on or with
respect to the Mortgage Loans and due after the Cut-Off Date. The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is
absolute and is intended by the parties to constitute a sale. In connection with
the initial sale of the Certificates by the Depositor, the purchase price to be
paid includes a portion attributable to interest accruing on the Certificates
from and after the Cut-Off Date.

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

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

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

            (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans and
that are not required to be a part of a Mortgage File in accordance with the
definition thereof shall be delivered to the Master Servicer or its designee, on
or before the date that is 45 days following the Closing Date and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders. The Depositor shall deliver or cause the related Seller to
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Depositor shall deliver or cause the related Seller to
deliver such copy within a reasonable period following such request by the
Special Servicer. To the extent delivered to the Master Servicer by the related
Seller, the Servicer Mortgage File, will include, to the extent required to be
(and actually) delivered to the applicable Seller pursuant to the applicable
Mortgage Loan documents, copies of the following items: the Mortgage Note, any
Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates (as applicable), the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Mortgagor/sponsor and any guarantors, any letters of credit
and any Environmental Insurance Policies. 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 45 days following the Closing
Date. Neither the Master Servicer nor the Special Servicer shall have any
liability for the absence of any of the foregoing items from the Servicing
Mortgage File if such item was not delivered by the related Seller.

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

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

            Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders.

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

            On the date that is 30 days after the Closing Date, the Trustee
shall examine the Mortgage Files in its possession and shall deliver to the
Operating Adviser a certification, which may be in electronic format, to the
effect that all documents pursuant to clause (xii) of the definition of Mortgage
File are in its possession and are in correct form.

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

            Notwithstanding anything in the foregoing to the contrary, (A) all
certifications by the Trustee with respect to documents pursuant to clause (x)
of the definition of Mortgage File shall be limited to Mortgage Loan No. 98 on
Schedule III attached hereto and to Mortgage Loan No. 9 on Schedule VII attached
hereto, and (B) all certifications by the Trustee with respect to documents
pursuant to clause (xii) of the definition of Mortgage File shall be limited to
Mortgage Loan No. 50 on Schedule I attached hereto, Mortgage Loan No. 51 on
Schedule I attached hereto, Mortgage Loan No. 52 on Schedule I attached hereto,
Mortgage Loan No. 18 on Schedule IV attached hereto, Mortgage Loan No. 99 on
Schedule V attached hereto and to Mortgage Loan No. 100 on Schedule V attached
hereto.

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

            If, in the course of such review, the Trustee finds any document
constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (ii)(A) through (D) in the third preceding paragraph,
the Trustee shall promptly notify the applicable Seller, the Master Servicer,
the Special Servicer, the Operating Adviser, and the Depositor in writing and
the Master Servicer shall, and the Special Servicer may, request such Seller to
correct or cure such defect in the manner and within the period or periods set
forth in the applicable Mortgage Loan Purchase Agreement and absent such
correction or cure, and, in the case of a defect which results from a failure to
meet one or more requirements of clauses (ii)(A) through (C) in the third
preceding paragraph, such defect materially and adversely affects the value of
the related Mortgage Loan or the interest of the Trustee in the related Mortgage
Loan (in the good faith judgment of the Master Servicer or the Trustee), or in
any event in the case of a defect under (ii)(D), the Trustee shall, and the
Special Servicer may, request the applicable Seller, at such Seller's election,
to, and such Seller shall be required promptly upon such request, either (i)
substitute for the related Mortgage Loan, without recourse, a Qualifying
Substitute Mortgage Loan or Loans, which substitution shall be accomplished in
the manner and subject to the conditions set forth in Section 2.3; or (ii)
purchase such Mortgage Loan from the Trust at the Purchase Price therefor in
accordance with the related Mortgage Loan Purchase Agreement. The Purchase Price
for any such Mortgage Loan shall be paid to the Master Servicer and deposited by
the Master Servicer in the Certificate Account. Upon receipt by the Trustee of
written notification of deposit of the Purchase Price or other amount required
of the applicable Seller, signed by a Servicing Officer of the Master Servicer
(which notification shall include a statement as to the accuracy of the
calculation of the Purchase Price or other required deposit), the Trustee shall
release the related Trustee Mortgage File to the applicable Seller and the
Trustee and the Depositor shall execute and deliver such instruments of transfer
or assignment in the forms presented to it, in each case without recourse,
representation or warranty as shall be necessary to vest in such Seller, or its
designee, title (to the extent that such title was transferred to the Depositor
or the Trustee) to any Mortgage Loan released pursuant hereto, including title
to any property acquired in respect of such Mortgage Loan or proceeds of any
insurance policy with respect thereto.

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

            Section 2.3 Sellers' Repurchase of Mortgage Loans for Material
Document Defects and Material Breaches of Representations and Warranties. (a) If
any party hereto discovers that any document or documents constituting a part of
a Mortgage File has not been delivered as and when required, has not been
properly executed, or is defective on its face or discovers or receives notice
of a breach of any of the representations and warranties relating to the
Mortgage Loans required to be made by a Seller regarding the characteristics of
the Mortgage Loans and/or related Mortgaged Properties as set forth in the
related Mortgage Loan Purchase Agreements, and in either case such defect or
breach either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect", and such a breach described in the preceding
clause (i) or (ii), a "Material Breach") such party shall give prompt written
notice to the other parties hereto and to each Rating Agency. Promptly (but in
any event within three Business Days) upon becoming aware of any such Material
Document Defect or Material Breach, the Master Servicer shall, and the Special
Servicer may, request that the related Seller, not later than 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" and (y) the Material Document Defect was
identified in a certification delivered to the Seller by the Trustee pursuant to
Section 2.2 not less than 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.

            If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the above cure periods, the
related Seller will be obligated, not later than the last day of such permitted
cure period, to (i) repurchase the affected Mortgage Loan 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 such Mortgage Loan with a Qualifying
Substitute Mortgage Loan and, if applicable, pay an amount equal to the excess
of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. 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 date the
related Seller was notified of the breach or defect.

            Notwithstanding the above, such 90-day limit will not be applicable
because of any delay due to a recording office or UCC filing office delays in
returning such document.

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

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

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans and (z) the applicable
document defect or breach does not constitute a Material Document Defect or
Material Breach, as the case may be, as to such 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 a breach, (A) both of the following
conditions would be satisfied if the related Seller were to repurchase or
replace only those Mortgage Loans as to which a Material Breach had occurred
without regard to this paragraph (the "Affected Loan(s)"): (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 is not less than 0.05x below 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)) set forth in Appendix II to the Final
Prospectus Supplement and (2) the Loan-to-Value Ratio for all such other
Mortgage Loans (excluding the Affected Loan(s)) is not greater than 5% more than
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)) set forth in Appendix II to the Final Prospectus Supplement,
and (B) the Master Servicer obtains an Opinion of Counsel at the expense of the
related Seller to the effect that the uncrossing of the Affected Loan, will not
(i) disqualify the Trust from qualifying as a real estate mortgage investment
conduit under the provisions of the Code; (ii) result in the imposition of any
tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining Cross-Collateralized Loans to cease to be a
"qualified mortgage" within the meaning of Code Section 860G(a)(3); or (iv)
result in a "significant modification" of any remaining Cross-Collateralized
Loans within the meaning of Treasury Regulations Section 1.860G-2(b). The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct the related Seller to (in which case the related Seller shall) cause
to be delivered to the Master Servicer, an Appraisal of any or all of the
related Mortgaged Properties for purposes of determining whether the condition
set forth in clause (2) above has been satisfied, in each case at the expense of
the related Seller.

            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 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/or 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 forebear 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 X hereto are intended third-party
beneficiaries of the provision set forth in this paragraph. The provisions of
this paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

            Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity; (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 by the local authority with which the Mortgage was
recorded; (c) the absence from the Mortgage File of the item called for by
paragraph (viii) of the definition of Mortgage File; or (d) the absence from the
Mortgage File of any intervening assignments required to create a complete chain
of assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a true and correct copy of the intervening assignment together
with an Officer's Certificate or certification stating that the original
intervening assignments were sent for recordation. 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 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.

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

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

            (b) If a 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 (i) the
period of time provided for the related Seller to correct, repurchase or cure
has expired and (ii) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the Special Servicer may, subject to the
Servicing Standard, modify, 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 and
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 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 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 three (3) Business
Days with respect to the purchase of such Mortgage Loan or REO Property to
notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the related Seller with any appraisal or
other third party reports relating to the Mortgaged Property within its
possession to enable the 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 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 related Seller for repurchase of the REO Mortgage Loan or REO Property. In
such an event, the 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 have 90 days to correct or cure
such Material Document Defect or Material Breach or purchase the REO Property at
the Purchase Price. If the related Seller fails to correct or cure the Material
Document Defect or Material Breach or purchase the REO Property, then the
provisions above regarding notice of offers related to such REO Property and the
related Seller's right to purchase such REO Property shall apply. If a court of
competent jurisdiction issues a final order that the related Seller is or was
obligated to repurchase the related Mortgage Loan or REO Mortgage Loan or the
related Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.30 hereof, the related Seller will be obligated to
pay to the Trust the difference between any Liquidation Proceeds received upon
such liquidation (including those arising from any sale to the related Seller)
and the Purchase Price; provided that the prevailing party in such action shall
be entitled to recover all costs, fees and expenses (including reasonable
attorneys fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-out
Fee that accrues after the related Seller receives notice of a breach or defect
until a final determination has been made, as set forth in the prior paragraph,
as to whether the related Seller is or was obligated to repurchase such related
Mortgage Loan or REO Property. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee payable by the related Seller or (ii) with respect to a
determination that the related Seller is not or was not obligated to repurchase
(or the Trust decides that it will no longer pursue a claim against the 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.

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

            (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) AEGON, as Seller under Mortgage Loan
Purchase Agreement I, will be providing the remedies with respect to the AEGON
Loans, (ii) Allmerica, as Seller under Mortgage Loan Purchase Agreement II, will
be providing the remedies with respect to the Allmerica Loans, (iii) First
Allmerica, as Seller under Mortgage Loan Purchase Agreement III, will be
providing the remedies with respect to the First Allmerica Loans, (iv) Lincoln,
as Seller under Mortgage Loan Purchase Agreement IV, will be providing the
remedies with respect to the Lincoln Loans, (v) MONY, as Seller under Mortgage
Loan Purchase Agreement V, will be providing the remedies with respect to the
MONY Loans, (vi) Nationwide as Seller under Mortgage Loan Purchase Agreement VI,
will be providing the remedies with respect to the Nationwide Loans and (vii)
TIAA, as Seller under Mortgage Loan Purchase Agreement VIII, will be providing
the remedies with respect to the TIAA Loans.

            Section 2.4 Representations and Warranties. The Depositor hereby
represents and warrants to the Master Servicer, the Special Servicer, the
Trustee (in its capacity as Trustee of the Trust) 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 REMIC I Regular Interests
in exchange for the REMIC II Interests and (ii) the REMIC II Regular Interests
in exchange for the REMIC III Certificates.

                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.1 The Certificates. (a) The Certificates shall be in
substantially the forms set forth in Exhibits A-1 through A-20 hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may in the reasonable judgment of
the Trustee or the Depositor be necessary, appropriate or convenient to comply,
or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
on which any of the Certificates may be listed, or as may, consistently
herewith, be determined by the officers executing such Certificates, as
evidenced by their execution thereof.

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

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

            (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized 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 G, Class H, Class J, Class K, Class L, Class
M, Class N and Class O Certificates that are issued in definitive form, on the
Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Definitive Certificates that are issued to the registered holder
thereof against payment of the purchase price thereof.

            Section 3.2 Registration. The Paying Agent shall be the initial
Certificate Registrar in respect of the Certificates and the Certificate
Registrar shall maintain books for the registration and for the transfer of
Certificates (the "Certificate Register"). The Certificate Registrar may resign
or be discharged or removed by the Paying Agent or the Certificateholders, and a
new successor may be appointed, in accordance with the procedures and
requirements set forth in Sections 7.6 and 7.7 hereof with respect to the
resignation, discharge or removal of the Paying Agent and the appointment of a
successor Paying Agent. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders and the Trustee, any trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided that the Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment.

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

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

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

            (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) to any employee benefit
plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts
in which such plans, accounts or arrangements are invested, including, without
limitation, insurance company general accounts, that is subject to ERISA or
Section 4975 of the Code or any applicable federal, state or local law ("Similar
Laws") materially similar to the foregoing provisions of ERISA or the Code
(each, a "Plan"), (B) in book-entry form to an Institutional Accredited Investor
who is not also a Qualified Institutional Buyer or (C) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan,
unless: (i) in the case of a Non-Investment Grade Certificate that constitutes a
Book-Entry Certificate and is being sold to a Qualified Institutional Buyer, the
purchase and holding of such Certificate or interest therein qualifies for the
exemptive relief available under Sections I and III of U.S. Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60; or (ii) in the case of a
Non-Investment Grade Certificate held as a Definitive Certificate, the
prospective Transferee provides the Certificate Registrar with a certification
of facts and an Opinion of Counsel which establish to the satisfaction of the
Certificate Registrar that such transfer will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or subject the Depositor, the Trustee, the Paying Agent, the Master
Servicer, the Special Servicer 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 Person, that it has historically paid its debts as they have
            come due and will continue to do so in the future, that it
            understands that its tax liability with respect to the Residual
            Certificates may exceed cash flows thereon and it intends to pay
            such taxes as they come due, that it will provide the Certificate
            Registrar with all information necessary to determine that the
            applicable paragraphs of Section 13 of such Transfer Affidavit and
            Agreement are true or that Section 13 is not applicable, and that it
            has reviewed the provisions of this Section 3.3(e) and agrees to be
            bound by them.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.7 Book-Entry Certificates. (a) The Class A-1, Class A-2,
Class A-3, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates, upon original issuance, each shall be issued in the form of one or
more Certificates representing the Book-Entry Certificates, to be delivered to
the Certificate Registrar, as custodian for The Depository Trust Company (the
"Depository"), the initial Clearing Agency, by, or on behalf of, the Depositor,
provided that any Non-Investment Grade Certificates sold to Institutional
Accredited Investors who are not Qualified Institutional Buyers will be issued
as Definitive Certificates. The Certificates shall initially be registered on
the Certificate Register in the name of Cede & Co., the nominee of the
Depository, as the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Certificates, except as provided in Section 3.9. Unless and until
Definitive Certificates have been issued to the Certificate Owners pursuant to
Section 3.9:

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

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

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

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

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

            (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F
Certificates sold to Institutional Accredited Investors shall be represented by
the Rule 144A-IAI Global Certificate for such Class, which shall be deposited
with the Certificate Registrar, as custodian for the Depository and registered
in the name of Cede & Co. as nominee of the Depository. The Class G, Class H,
Class J, Class K, Class L, Class M, Class N and Class O Certificates initially
sold to Institutional Accredited Investors shall 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 Servicer in writing) that
the continuation in global form of the Certificates being evidenced by such
Global Certificate is no longer in their best interests; provided that under no
circumstances will Definitive Certificates be issued to Certificate Owners of
the Regulation S Temporary Global Certificate. Upon notice of the occurrence of
any of the events described in the preceding sentence, the Certificate Registrar
shall notify the Clearing Agency and request the Clearing Agency to notify all
Certificate Owners, through the applicable Participants, of the occurrence of
the event and of the availability of Definitive Certificates to such Certificate
Owners requesting the same. Upon surrender to the Certificate Registrar of the
Global Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Certificate Registrar, to the extent applicable with respect to
such Definitive Certificates, and the Certificate Registrar and the Trustee and
the Paying Agent shall recognize the Holders of Definitive Certificates as
Certificateholders hereunder.

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

                                   ARTICLE IV

                                    ADVANCES

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

            Section 4.1 P&I Advances by Master Servicer. (a) On or prior to the
Advance Report Date, the Master Servicer shall notify the Trustee and the Paying
Agent if the P&I Advance Amount for such Distribution Date is greater than zero,
and the Master Servicer shall only make a P&I Advance in respect of each
Mortgage Loan of such amount on the Master Servicer Remittance Date. It is
understood that the obligation of the Master Servicer to make such P&I Advances
is mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy, notwithstanding any other provision of this Agreement.
Notwithstanding the foregoing, the Master Servicer shall not be required to make
such P&I Advance, if the Master Servicer determines, in accordance with Section
4.4 below, that any such P&I Advance would be a Nonrecoverable Advance. Such
determination shall be conclusive and binding on the Trustee and the
Certificateholders. The Master Servicer shall not advance Default Interest or
Balloon Payments; provided, however, that the Master Servicer shall advance
Assumed Scheduled Payments, as set forth below. The Special Servicer shall not
make P&I Advances under this Agreement. If the Master Servicer fails to make a
P&I Advance, it shall promptly notify the Trustee and the Paying Agent of such
failure.

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

            Section 4.2 Servicing Advances. The Master Servicer and, if the
Master Servicer does not, the Trustee to the extent the Trustee receives written
notice from the Paying Agent that such Advance has not been made by the Master
Servicer, shall make Servicing Advances to the extent provided in this
Agreement, except to the extent that the Master Servicer or the Trustee, as
applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance. Such determination by the Master
Servicer shall be conclusive and binding on the Trustee and the
Certificateholders. The Special Servicer shall not be required to make Servicing
Advances under this Agreement. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is
required to make hereunder, the Paying Agent shall promptly notify the Trustee
in writing of the failure by the Master Servicer to make such Servicing Advance.

            Section 4.3 Advances by the Trustee. (a) To the extent that the
Master Servicer fails to make a P&I Advance by the Master Servicer Remittance
Date (other than a P&I Advance that the Master Servicer determines is a
Nonrecoverable Advance), the Trustee shall make such P&I Advance to the extent
the Trustee receives written notice from the Paying Agent not later than 10:00
a.m. (New York City time) on the Distribution Date that such Advance has not
been made by the Master Servicer on the Master Servicer Remittance Date unless
the Trustee determines that such P&I Advance, if made, would be a Nonrecoverable
Advance. The Paying Agent shall notify the Trustee in writing as soon as
practicable, but not later than 10:00 a.m. (New York City time) on the
Distribution Date if the Master Servicer has failed to make a P&I Advance.

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

            Section 4.4 Evidence of Nonrecoverability. If the Master Servicer
determines at any time, in its sole discretion, exercised in accordance with the
Servicing Standard, that any Advance previously made or proposed Advance, if
made, would constitute a Nonrecoverable Advance, such determination shall be
evidenced by an Officer's Certificate delivered to the Trustee, the Paying
Agent, the Special Servicer, the Operating Adviser and the Rating Agencies by
the Business Day prior to the Distribution Date. Such Officer's Certificate
shall set forth the reasons for such determination of nonrecoverability,
together with, to the extent such information, report or document is in the
Master Servicer's possession, any related financial information such as related
income and expense statements, rent rolls, occupancy status, property
inspections and any Appraisals performed within the last 12 months on the
Mortgaged Property, and, if such reports are used by the Master Servicer to
determine that any P&I Advance or Servicing Advance, as applicable, would be a
Nonrecoverable Advance, any engineers' reports, environmental surveys, internal
final valuations or other information relevant thereto which support such
determination. If the Trustee determines at any time that any portion of an
Advance previously made or a portion of a proposed Advance that the Trustee is
required to make pursuant to this Agreement, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate of a Responsible Officer of the Trustee delivered to the Depositor,
the Master Servicer, the Special Servicer, the Paying Agent and the Operating
Adviser similar to the Officer's Certificate of the Master Servicer described in
the prior sentence. The Trustee shall not be required to make an Advance that
the Master Servicer has previously determined to be a Nonrecoverable Advance.
Notwithstanding any other provision of this Agreement, neither the Master
Servicer nor the Trustee shall be obligated to, nor shall it, make any Advance
or make any payment that is designated in this Agreement to be an Advance, if it
determines in its good faith judgment and, with respect to the Master 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. The Master Servicer's determination in accordance with
the above provisions shall be conclusive and binding on the Trustee, the Paying
Agent and the Certificateholders.

            Section 4.5 Interest on Advances; Calculation of Outstanding
Advances with Respect to a Mortgage Loan. Any unreimbursed Advance funded from
the Master Servicer's or the Trustee's own funds shall accrue interest on a
daily basis, at a per annum rate equal to the Advance Rate, from and including
the date such Advance was made to but not including the date on which such
Advance has been reimbursed; provided, however, that neither the Master Servicer
nor any other party shall be entitled to interest accrued on the amount of any
P&I Advance with respect to any Mortgage Loan in the event that such P&I Advance
is reimbursed from collections received from the related Mortgage Loan before
the expiration of such Mortgage Loan's grace period. For purposes of determining
whether a P&I Advance is outstanding, amounts collected with respect to a
particular Mortgage Loan or REO Property and treated as collections of principal
or interest shall be applied first to reimburse the earliest P&I Advance and
then each succeeding P&I Advance to the extent not inconsistent with Section
4.6. The Master Servicer shall use efforts consistent with the Servicing
Standard to collect (but shall have no further obligation to collect), with
respect to the Mortgage Loans that are not Specially Serviced Mortgage Loans,
Late Fees and default interest from the Mortgagor in an amount sufficient to pay
Advance Interest. The Master Servicer shall be entitled to retain Late Fees and
default interest paid by any Mortgagor during a Collection Period with respect
to any Mortgage Loan (other than a Specially Serviced Mortgage Loan, as to which
the Special Servicer shall retain Late Fees and default interest with respect to
such Specially Serviced Mortgage Loan, subject to the offsets set forth below)
as additional servicing compensation only to the extent such Late Fees and
default interest exceed Advance Interest on a "pool basis" for all Mortgage
Loans other than Specially Serviced Mortgaged Loans. The Special Servicer, with
respect to any Specially Serviced Mortgage Loan, shall (i) pay from any Late
Fees and default interest collected from such Specially Serviced Mortgage Loan
(a) any outstanding and unpaid Advance Interest to the Master Servicer or the
Trustee, as applicable and (b) to the Trust, any losses previously incurred by
the Trust with respect to such Specially Serviced Mortgage Loan and (ii) retain
any remaining portion of such Late Fees and default interest as additional
Special Servicer Compensation.

            Section 4.6 Reimbursement of Advances and Advance Interest. (a)
Advances made with respect to each Mortgage Loan or Specially Serviced Mortgage
Loan or REO Property (including Advances later determined to be Nonrecoverable
Advances) and Advance Interest thereon shall be reimbursed to the extent of the
amounts identified to be applied therefor in Section 5.2. The aggregate of the
amounts available to repay Advances and Advance Interest thereon pursuant to
Section 5.2 collected in any Collection Period with respect to Mortgage Loans or
Specially Serviced Mortgage Loans or REO Property shall be an "Available Advance
Reimbursement Amount."

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

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

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

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

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1 Collections. (a) On or prior to the Closing Date, the
Master Servicer shall open, or cause to be opened, and shall thereafter
maintain, or cause to be maintained, a separate account or accounts, which
accounts must be Eligible Accounts, in the name of "CapMark Services, L.P., as
Master Servicer for Wells Fargo Bank Minnesota, N.A., as Trustee for the Holders
of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ" (the "Certificate Account"). On or prior to the
Closing Date, the Master Servicer shall open, or cause to be opened, and shall
maintain, or cause to be maintained an additional separate account or accounts
in the name of "CapMark Services, L.P., as Master Servicer for Wells Fargo Bank
Minnesota, N.A., as Trustee for the Holders of Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ"
(the "Interest Reserve Account").

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

            (c) The Master Servicer shall deposit, or cause to be deposited,
into the Certificate Account on the Business Day following receipt (or, in the
case of an inadvertent failure to make such deposit on the Business Day
following receipt, within 1 Business Day of discovery of such failure and in the
case of unscheduled remittances of principal or interest, on the Business Day
following identification of the proper application of such amounts), the
following amounts received by it (including amounts remitted to the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14),
other than in respect of interest and principal on the Mortgage Loans due on or
before the Cut-Off Date which shall be remitted to the applicable Seller
(provided that the Master Servicer (I) may retain amounts otherwise payable to
the Master Servicer as provided in Section 5.2(a) rather than deposit them into
the Certificate Account and (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)):

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

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

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

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

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

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

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

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

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

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

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

            (e) Funds in the Certificate Account and Interest Reserve Account
may be invested and, if invested, shall be invested by, and at the risk of, the
Master Servicer in Eligible Investments selected by the Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "CapMark Services, L.P., in trust for Wells Fargo Bank Minnesota, N.A.,
as Trustee for the Holders of the Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ." None of the
Depositor, the Mortgagors, the Paying Agent or the Trustee shall be liable for
any loss incurred on such Eligible Investments.

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

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

            (g) Reserved.

            Section 5.2 Application of Funds in the Certificate Account and
Interest Reserve Account. (a) The Master Servicer shall, from time to time, make
withdrawals from the Certificate Account and remit them by wire transfer prior
to 2:00 p.m., New York City time, on the related Master Servicer Remittance Date
in immediately available funds to the account specified in this Section or
otherwise (w) to such account as it shall determine from time to time of amounts
payable to the Master Servicer from the Certificate Account pursuant to clauses
(i), (ii), (iii), (iv), (vi), (viii) and (ix) below; (x) to the account
specified in writing by the Paying Agent from time to time of amounts payable to
the Paying Agent and the Trustee from the Certificate Account pursuant to
clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and (y) to the
Special Servicer from time to time of amounts payable to the Special Servicer
from such Certificate Account pursuant to clauses (i), (iv), (vi), (vii) and
(ix) below of the following amounts, from the amounts specified for the
following purposes:


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

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

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

            (iv) Servicing Fees and Special Servicer Compensation: to pay to
      itself the Master Servicing Fee, subject to reduction for any Compensating
      Interest, to pay to the Special Servicer the Special Servicing Fee and the
      Work-Out Fee and to pay to the Primary Servicers (or the Master Servicer)
      the Primary Servicing Fees;

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

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

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

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

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

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

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

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

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

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

            (c) On each Master Servicer Remittance Date in March of every year
commencing in March 2002, the Master Servicer shall withdraw all amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution
Account.

            Section 5.3 Distribution Account and Reserve Account. (a) The Paying
Agent, on behalf of the Trustee shall establish (with respect to clause (i), on
or prior to the Closing Date, and with respect to clause (ii), on or prior to
the date the Paying Agent determines is necessary) and maintain in its name, on
behalf of the Trustee, (i) an account (the "Distribution Account"), to be held
in trust for the benefit of the Holders until disbursed pursuant to the terms of
this Agreement, titled: "Wells Fargo Bank Minnesota, N.A., as Paying Agent on
behalf of Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for the benefit
of the Holders of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ, Distribution Account" and (ii) an
account (the "Reserve Account") to be held in trust for the benefit of the
holders of interests in the Trust until disbursed pursuant to the terms of this
Agreement, titled: "Wells Fargo Bank Minnesota, N.A., as Paying Agent on behalf
of Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for the benefit of the
Holders of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ, Reserve Account." The Distribution
Account and the Reserve Account shall be Eligible Accounts. Funds in the
Distribution Account and in the Reserve Account shall not be invested. The
Distribution Account and Reserve Account shall be held separate and apart from
and shall not be commingled with any other monies including, without limitation,
other monies of the Paying Agent held under this Agreement.

            (b) The Paying Agent shall deposit into the Distribution Account or
the Reserve Account, as applicable, on the Business Day received all moneys
remitted by the Master Servicer pursuant to this Agreement, including P&I
Advances made by the Master Servicer and the Trustee and all Excess Liquidation
Proceeds. On any Master Servicer Remittance Date, the Master Servicer shall have
no duty to remit to the Distribution Account any amounts other than amounts held
in the Certificate Account and collected during the related Collection Period as
provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount,
and, on the Master Servicer Remittance Date occurring in March of any year,
commencing in March 2002, amounts held in the Interest Reserve Account. The
Paying Agent shall make withdrawals from the Distribution Account and the
Reserve Account only for the following purposes:

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

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

            (iii) to make distributions to the Certificateholders pursuant to
      Section 6.5; 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 Servicer and the Special Servicer and delivered to the Paying Agent
by the Master Servicer (no later than 2:00 p.m., New York time on the Report
Date), the Paying Agent shall make available, on a restricted basis, to any
interested party via its internet website initially located at
"www.ctslink.com/cmbs" (the "Paying Agent's Website"), (i) the Monthly
Certificateholder's Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports and (v) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.

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

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

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

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

            (d) Reserved.

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

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

            (g) The Paying Agent shall make available at its Corporate Trust
Office (either in physical or electronic form), during normal business hours,
upon reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any Prospective Investor, the Underwriters, each Rating
Agency, the Special Servicer and the Depositor, originals or copies of, among
other things, the following items: (i) the most recent property inspection
reports in the possession of the Trustee in respect of each Mortgaged Property
and REO Property, (ii) the most recent Mortgaged Property/REO Property annual
operating statement and rent roll, if any, collected or otherwise obtained by or
on behalf of the Master Servicer or the Special Servicer and delivered to the
Paying Agent, (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) of a sum sufficient to
cover the reasonable expenses actually incurred by the Trustee of providing
access or copies (including electronic or digital copies) of any such
information reasonably requested in accordance with the preceding sentence.

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

            Section 6.1 Distributions Generally. Subject to Section 10.2(a),
respecting the final distribution on the Certificates, on each Distribution
Date, the Paying Agent shall (1) first, withdraw from the Distribution Account
and pay to the Trustee any unpaid fees, expenses and other amounts then required
to be paid pursuant to this Agreement, and then, to the Paying Agent, any unpaid
fees, expenses and other amounts then required to be paid pursuant to this
Agreement, and then at the written direction of the Master Servicer, withdraw
from the Distribution Account and pay to the Master Servicer, the Primary
Servicers and Special Servicer any unpaid servicing compensation or other
amounts currently required to be paid pursuant to this Agreement (to the extent
not previously retained or withdrawn by the Master Servicer from the Certificate
Account), and (2) second, make distributions in the manner and amounts set forth
below.

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

            Section 6.2 REMIC I. (a) On each Distribution Date, the Paying Agent
shall be deemed to distribute to itself on behalf of the Trustee, as holder of
the REMIC I Regular Interests, for the following purposes and in the following
order of priority:

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

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

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

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

            Section 6.3 REMIC II. (a) On each Distribution Date, the Paying
Agent shall be deemed to distribute to itself on behalf of the Trustee, as
holder of the REMIC II Regular Interests, for the following purposes and in the
following order of priority:

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

            (ii) to REMIC II Regular Interest A-1, in reduction of the
      Certificate Balance thereof, in an amount up to the Principal Distribution
      Amount for such Distribution Date, until the Certificate Balance of REMIC
      II Regular Interest A-1 is reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 6.4 Reserved.

            Section 6.5 REMIC III. (a) On each Distribution Date, the Paying
Agent shall withdraw from the Distribution Account an amount equal to the
Available Distribution Amount and shall distribute such amount in the following
amounts and order of priority:

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

            (ii) to the Holders of the Class A-1 Certificates, in reduction of
      the Certificate Balances thereof, in an amount up to the Principal
      Distribution Amount for such Distribution Date, until the Aggregate
      Certificate Balance of the Class A-1 Certificates is reduced to zero;

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

            (iv) 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
      portion thereof distributed to the Holders of the Class A-1 and Class A-2
      Certificates), until the Certificate Balance of the Class A-3 Certificates
      has been reduced to zero;

            (v) to the Holders of the Class A Certificates, Class X-1
      Certificates and Class X-2 Certificates, pro rata (treating principal and
      interest losses separately), to reimburse any Realized Losses previously
      allocated thereto plus interest on such Realized Losses at one-twelfth the
      applicable Pass-Through Rate;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (xxii)upon payment in full of the Certificate Balance of the Class F
      Certificates, to the Holders of the Class G Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof distributed to the Holders of the Class A, Class B, Class C, Class
      D, Class E and Class F Certificates), until the Certificate Balance of the
      Class G Certificates has been reduced to zero;

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

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

            (xxv) upon payment in full of the Certificate Balance of the Class G
      Certificates, to the Holders of the Class H Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof distributed to the Holders of the Class A, Class B, Class C, Class
      D, Class E, Class F and Class G Certificates), until the Certificate
      Balance of the Class H Certificates has been reduced to zero;

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

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

            (xxviii) upon payment in full of the Certificate Balance of the
      Class H Certificates, to the Holders of the Class J Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by a any
      portion thereof distributed to the Holders of the Class A, Class B, Class
      C, Class D, Class E, Class F, Class G and Class H Certificates), until the
      Certificate Balance of the Class J Certificates has been reduced to zero;

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

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

            (xxxi)upon payment in full of the Certificate Balance of the Class J
      Certificates, to the Holders of the Class K Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof distributed to the Holders of the Class A, Class B, Class C, Class
      D, Class E, Class F, Class G, Class H and Class J Certificates), until the
      Certificate Balance of the Class K Certificates has been reduced to zero;

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

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

            (xxxiv) upon payment in full of the Certificate Balance of the Class
      K Certificates, to the Holders of the Class L Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any portion
      thereof distributed to the Holders of the Class A, Class B, Class C, Class
      D, Class E, Class F, Class G, Class H, Class J and Class K Certificates),
      until the Certificate Balance of the Class L Certificates has been reduced
      to zero;

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

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

            (xxxvii) upon payment in full of the Certificate Balance of the
      Class L Certificates, to the Holders of the Class M Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      portion thereof distributed to the Holders of the Class A, Class B, Class
      C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class
      L Certificates), until the Certificate Balance of the Class M Certificates
      has been reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

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

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

            (c) Reserved.


            Section 6.6 Allocation of Realized Losses, Expense Losses and
Shortfalls Due Nonrecoverability. (a) REMIC I. On each Distribution Date, except
as provided in subsection (b) below,

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

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

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

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

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

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

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

            (c) At such time as a Final Recovery Determination is made with
respect to any Mortgage Loan with respect to which the Master Servicer
previously had withdrawn amounts from the Certificate Account following a
determination that Advances previously made were Nonrecoverable Advances, or at
such other time as a Realized Loss shall occur with respect to any such Mortgage
Loan, either the Master Servicer (with respect to any Mortgage Loan other than a
Specially Serviced Mortgage Loan) or the Special Servicer (with respect to a
Specially Serviced Mortgage Loan) shall compute the Realized Loss with respect
to such Mortgage Loan; provided that the Master Servicer and the Special
Servicer, as applicable, agree to consult with the party who is making the
Realized Loss computation and to provide any information requested by the party
making the computation, and the Paying Agent shall allocate such Realized Loss
as follows:

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

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

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

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

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

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

            (e) Reserved.

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

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

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

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

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

            Section 6.11 Prepayment Premiums. Any Prepayment Premium or Yield
Maintenance Charge collected with respect to a Mortgage Loan during any
particular Collection Period will be deemed distributed to the Trustee by the
Paying Agent on the following Distribution Date as follows: (i) first, the
Paying Agent shall be deemed to distribute to the Trustee, as holder of the
REMIC I Regular Interest to which such Mortgage Loan relates, any Prepayment
Premiums collected on or with respect to such Mortgage Loan; 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 or Yield Maintenance Charges
deemed distributed to the REMIC I Regular Interests, and shall be deemed to
distribute such Prepayment Premiums or Yield Maintenance Charges 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 or Yield Maintenance Charges 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 Certificates on
that Distribution Date, (b) a fraction, the numerator of which is equal to the
excess, if any, of the Pass-Through Rate applicable to the most senior of such
Classes of Principal Balance Certificates then outstanding or, in the case of
the three Classes of Class A Certificates, first, the Pass-Through Rate
applicable to the Class A-1 Certificates, second, the Pass-Through Rate
applicable to the Class A-2 Certificates and third, the Pass-Through Rate
applicable to the Class A-3 Certificates, over the relevant Discount Rate, and
the denominator of which is equal to the excess, if any, of the Mortgage Rate of
the Mortgage Loan that prepaid, over the relevant Discount Rate for the related
Principal Prepayment and that Class of Certificates and (c) the aggregate amount
of Prepayment Premiums or Yield Maintenance Charges collected 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 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 portion of such Yield Maintenance Charge that is not so distributed to such
Principal Balance Certificates shall be distributed to the Holders of the Class
X-1 and Class X-2 Certificates; the Class X-1 Certificates shall receive 75% of
such amounts and the Class X-2 Certificates shall receive 25% of such amounts;
provided, however, that the Class X-1 Certificates shall receive 100% of such
amounts after the Notional Amount of the Class X-2 Certificates has been reduced
to zero. The Trustee shall not be responsible for the Paying Agent's failure to
comply with any withholding requirements.

                                  ARTICLE VII

                   CONCERNING THE TRUSTEE AND THE PAYING AGENT

            Section 7.1 Duties of the Trustee and the Paying Agent. (a) The
Trustee and the Paying Agent each shall undertake to perform only those duties
as are specifically set forth in this Agreement and no implied covenants or
obligations shall be read into this Agreement against the Trustee or the Paying
Agent. Any permissive right of the Trustee or the Paying Agent provided for in
this Agreement shall not be construed as a duty of the Trustee or the Paying
Agent. The Trustee and the Paying Agent each shall exercise such of the rights
and powers vested in it by this Agreement and following the occurrence and
during the continuation of any Event of Default hereunder, the Trustee and the
Paying Agent each shall use the same degree of care and skill in its exercise as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

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

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

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

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

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

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

            (v) neither the Trustee nor the Paying Agent shall be under any
      obligation to appear in, prosecute or defend any legal action which is not
      incidental to its duties as Trustee or the Paying Agent, as applicable, in
      accordance with this Agreement. In such event, all legal expense and costs
      of such action shall be expenses and costs of the Trust, and the Trustee
      and the Paying Agent shall be entitled to be reimbursed therefor from the
      Certificate Account pursuant to Section 5.2(a)(vi); and

            (vi) neither the Trustee nor the Paying Agent shall be charged with
      knowledge of any failure by the Master Servicer or the Special Servicer or
      by each other to comply with its obligations under this Agreement or any
      act, failure, or breach of any Person upon the occurrence of which the
      Trustee or the Paying Agent may be required to act, unless a Responsible
      Officer of the Trustee or the Paying Agent, as the case may be, obtains
      actual knowledge of such failure.

            Section 7.2 Certain Matters Affecting the Trustee and the Paying
Agent. (a) Except as otherwise provided in Section 7.1:

            (i) the Trustee and the Paying Agent each may request, and may rely
      and shall be protected in acting or refraining from acting upon any
      resolution, Officer's Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            (ii) the Trustee and the Paying Agent each may consult with counsel
      and the advice of such counsel and any Opinion of Counsel shall be full
      and complete authorization and protection in respect of any action taken
      or suffered or omitted by it hereunder in good faith and in accordance
      with such advice or Opinion of Counsel;

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

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

            (v) the Trustee and the Paying Agent each may execute any of the
      trusts or powers hereunder or perform any duties hereunder either directly
      or by or through agents or attorneys, which agents or attorneys shall have
      any or all of the rights, powers, duties and obligations of the Trustee
      and the Paying Agent conferred on them by such appointment; provided that
      each of the Trustee and the Paying Agent, as the case may be, shall
      continue to be responsible for its duties and obligations hereunder and
      shall not be liable for the actions or omissions of the Master Servicer,
      the Special Servicer, the Depositor or the actions or omissions of each
      other;

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

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

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

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

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

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

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


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

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

            Section 7.3 The Trustee and the Paying Agent Not Liable for
Certificates or Interests or Mortgage Loans. The Trustee and the Paying Agent
each makes no representations as to the validity or sufficiency of this
Agreement, the information contained in the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement or Prospectus
for the REMIC III Certificates or Residual Certificates (other than the
Certificate of Authentication on the Certificates if the Paying Agent is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee and the Paying Agent represents that,
assuming due execution and delivery by the other parties hereto, this Agreement
has been duly authorized, executed and delivered by it and constitutes its valid
and binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally, and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law and
(ii) the Trustee represents that, assuming due execution and delivery by the
other parties hereto, this Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms except that such enforceability may be
subject to (A) applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law. Neither the Trustee nor the Paying Agent shall
be accountable for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of any of the Certificates or
any of the proceeds of such Certificates, or for the use or application by the
Depositor or the Master Servicer or the Special Servicer or by each other of
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or deposited into the Distribution Account or any other fund or account
maintained with respect to the Certificates or any account maintained pursuant
to this Agreement or for investment of any such amounts. No recourse shall be
had for any claim based on any provisions of this Agreement, the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement, the Prospectus or the Certificates (except with respect
to the Trustee to the extent of information furnished by the Trustee under the
caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES-- The Trustee" and
with respect to the Paying Agent, to the extent of information furnished by the
Paying Agent under the caption "DESCRIPTION OF THE OFFERED CERTIFICATES-- Paying
Agent, Certificate Registrar and Authenticating Agent" each in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement), the Mortgage Loans
or the assignment thereof against the Trustee or the Paying Agent in such
Person's individual capacity and any such claim shall be asserted solely against
the Trust or any indemnitor who shall furnish indemnity as provided herein.
Neither the Trustee nor the Paying Agent shall be liable for any action or
failure of any action by the Depositor or the Master Servicer or the Special
Servicer or by each other hereunder. Neither the Trustee nor the Paying Agent
shall at any time have any responsibility or liability for or with respect to
the legality, validity or enforceability of the Mortgages or the Mortgage Loans,
or the perfection and priority of the Mortgages or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Trust or
its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation, the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon; the validity of the assignment of the Mortgage Loans
to the Trust or of any intervening assignment; the completeness of the Mortgage
Loans; the performance or enforcement of the Mortgage Loans (other than if the
Trustee shall assume the duties of the Master Servicer); the compliance by the
Depositor, each Seller, the Mortgagor or the Master Servicer or the Special
Servicer or by each other with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation made under this Agreement or in any related document prior to the
receipt by a Responsible Officer of the Trustee of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies by
or at the direction of the Master Servicer or the Special Servicer or any loss
resulting therefrom; the failure of the Master Servicer or any Sub-Servicer or
the Special Servicer to act or perform any duties required of it on behalf of
the Trustee hereunder; or any action by the Trustee taken at the instruction of
the Master Servicer or the Special Servicer.

            Section 7.4 The Trustee and the Paying Agent May Own Certificates.
Each of the Trustee and the Paying Agent in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not the Trustee or the Paying Agent, as the case may be.

            Section 7.5 Eligibility Requirements for the Trustee and the Paying
Agent. The Trustee hereunder shall at all times be (i) an institution insured by
the FDIC, (ii) a corporation, national bank or national banking association
authorized to exercise corporate trust powers, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority, and (iii) an institution whose short-term debt
obligations are at all times rated not less than "Prime-1" by Moody's and whose
long-term senior unsecured debt is at all times rated not less than "AA" by
Fitch and "Aa3" by Moody's or otherwise acceptable to the Rating Agencies as
evidenced by a Rating Agency Confirmation. If such corporation, national bank or
national banking association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such corporation, national bank or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.6.

            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 Fitch and "A2" by Moody's, unless and to the extent Rating
Agency Confirmation is obtained.

            Section 7.6 Resignation and Removal of the Trustee or the Paying
Agent. (a) The Trustee or the Paying Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Master Servicer and the Rating Agencies; provided that such
resignation shall not be effective until its successor shall have accepted the
appointment. Upon receiving such notice of resignation, the Depositor will
promptly appoint a successor trustee or paying agent, as the case may be, except
in the case of the initial Trustee, in which case both shall be so replaced but
may be replaced under this paragraph sequentially, by written instrument, one
copy of which instrument shall be delivered to the resigning Trustee, one copy
to the successor trustee and one copy to each of the Master Servicer and the
Rating Agencies. If no successor trustee or paying agent shall have been so
appointed, as the case may be, and shall have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee or
the Paying Agent, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee or paying agent, as the
case may be. It shall be a condition to the appointment of a successor trustee
that such entity satisfies the eligibility requirements set forth in Section
7.5.

            (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or 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, then the Depositor may remove such Trustee and
appoint a successor trustee by written instrument, one copy of which instrument
shall be delivered to the Trustee so removed, one copy to the successor trustee
and one copy to each of the Master Servicer and the Rating Agencies. In the case
of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear
all such costs of transfer. Such succession shall take effect after a successor
trustee has been appointed.

            (c) Reserved.

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

            (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee and to the Depositor remove the Trustee or the Paying
Agent, as the case may be, by such written instrument, signed by such Holders or
their attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee or the Paying Agent, as
the case may be, so removed; the Depositor shall thereupon use its best efforts
to appoint a successor Trustee or the Paying Agent, as the case may be, in
accordance with this Section.

            (f) Any resignation or removal of the Trustee or the Paying Agent,
as the case may be, and appointment of a successor trustee or paying agent
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee or paying agent, as the case
may be, as provided in Section 7.7. Upon any succession of the Trustee or the
Paying Agent under this Agreement, the predecessor Trustee or Paying Agent, as
the case may be, shall be entitled to the payment of compensation and
reimbursement agreed to under this Agreement for services rendered and expenses
incurred. The Trustee or the Paying Agent shall not be liable for any action or
omission of any successor Trustee or Paying Agent, as the case may be.

            Section 7.7 Successor Trustee or Paying Agent. (a) Any successor
Trustee or Paying Agent appointed as provided in Section 7.6 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Trustee or
Paying Agent, as the case may be, an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
or Paying Agent, as the case may be, shall become effective and such successor
Trustee or Paying Agent, as the case may be, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee or Paying Agent herein. The predecessor Trustee or Paying Agent
shall deliver (at such predecessor's own expense) to the successor Trustee or
Paying Agent all Mortgage Files and documents and statements related to the
Mortgage Files held by it hereunder, and the predecessor Trustee shall duly
assign, transfer, deliver and pay over (at such predecessor's own expense) to
the successor Trustee, the entire Trust, together with all instruments of
transfer and assignment or other documents properly executed necessary to effect
such transfer. The predecessor Trustee or Paying Agent, as the case may be,
shall also deliver all records or copies thereof maintained by the predecessor
Trustee or Paying Agent in the administration hereof as may be reasonably
requested by the successor Trustee or Paying Agent, as applicable, and shall
thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Depositor and the predecessor Trustee or Paying
Agent shall execute and deliver such other instruments and do such other things
as may reasonably be required to more fully and certainly vest and confirm in
the successor Trustee or Paying Agent, as the case may be, all such rights,
powers, duties and obligations. Anything herein to the contrary notwithstanding,
in no event shall the combined fees payable to a successor Trustee exceed the
Trustee Fee.

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

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

            Section 7.8 Merger or Consolidation of Trustee or Paying Agent. Any
Person into which the Trustee or Paying Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Trustee or Paying Agent shall be a
party, or any Persons succeeding to the business of such Trustee or Paying
Agent, shall be the successor of such Trustee or Paying Agent, as the case may
be, hereunder, as applicable, provided that such Person shall be eligible under
the provisions of Section 7.5, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

            Section 7.9 Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian. (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by the Master Servicer or 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 the Master Servicer
      hereunder) the Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations,
      including the holding of title to the Trust or any portion thereof in any
      such jurisdiction, shall be exercised and performed by such separate
      trustee, co-trustee, or custodian;

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

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

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

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

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

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

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

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

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

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

            (b) The provisions of this Section 7.11 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be.

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees or agents and Controlling Persons from and
against any loss, claim, damage or liability, joint or several, and any action
in respect thereof, to which the Trustee, the Certificate Registrar or the
Paying Agent, as the case may be, their respective directors, officers,
employees or agents or Controlling Person may become subject under the 1933 Act,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Private Placement Memorandum, the Preliminary Prospectus
Supplement, the Final Prospectus Supplement or the Prospectus, or arises out of,
or is based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made, not misleading and
shall reimburse the Trustee, the Certificate Registrar or the Paying Agent, as
the case may be, their respective directors, officers, employees, agents or
Controlling Person for any legal and other expenses reasonably incurred by the
Trustee, the Certificate Registrar or the Paying Agent, as the case may be, or
any such director, officer, employee, agent or Controlling Person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided that the Depositor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission made in any such Private Placement Memorandum, Preliminary
Prospectus Supplement, Final Prospectus Supplement or Prospectus in reliance
upon and in conformity with written information concerning the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, furnished to the
Depositor by or on behalf of such person specifically for inclusion therein. It
is hereby expressly agreed that the only written information provided by the
Trustee, the Certificate Registrar or the Paying Agent, as the case may be, for
inclusion in the Preliminary Prospectus Supplement and Final Prospectus
Supplement is set forth in the case of the Trustee in the second, fourth and
fifth sentences under the caption entitled "DESCRIPTION OF THE OFFERED
CERTIFICATES--The Trustee" and in the case of the Paying Agent, the third and
fourth sentences under the "DESCRIPTION OF THE OFFERED CERTIFICATES--The Paying
Agent, Certificate Registrar and the Authenticating Agent". The Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, shall immediately
notify the Depositor and the Sellers if a claim is made by a third party with
respect to this Section 7.11(c) entitling such person, its directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such person) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Trustee, the Certificate Registrar or the Paying Agent, as the case may be,
their respective directors, officers, employees, agents or Controlling Person
may have to indemnification under this Section 7.11(c), unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
resignation or removal of the Trustee or the Paying Agent. The Depositor shall
not be indemnified by the Trust for any expenses incurred by the Depositor
arising from any violation or alleged violation of the 1933 Act or 1934 Act by
the Depositor.

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

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

            Section 7.14 Trustee To Act; Appointment of Successor. (a) On and
after the time the Master Servicer is terminated pursuant to this Agreement, the
Trustee shall be the successor in all respects to the Master Servicer in its
capacity under this Agreement and the transactions set forth or provided for
therein and shall have all the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on the Master Servicer by the terms and provisions of this Agreement;
provided that, any failure to perform such duties or responsibilities caused by
the Master Servicer's failure to provide required information shall not be
considered a default by the Trustee hereunder. In addition, the Trustee shall
have no liability relating to (i) the representations and warranties of the
Master Servicer contained in this Agreement or (ii) any obligation incurred by
the Master Servicer prior to its termination or resignation (including, without
limitation, the Master Servicer's obligation to repay losses resulting from the
investment of funds in any account established under this Agreement), except any
ongoing obligations to the Primary Servicers arising after the termination of
the Master Servicer from their servicing rights and obligations under the
applicable Primary Servicing Agreement. In the Trustee's capacity as such
successor, the Trustee shall have the same limitations on liability granted to
the Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to the Master Servicer
set forth in this Agreement, including, without limitation, the Master Servicing
Fee.

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

            (c) On and after the time the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall
be the successor in all respects to the Special Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Special Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation (other than Work-Out Fees payable
pursuant to Section 9.11).

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

            Section 7.15 Notification to Holders. Upon termination of the Master
Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Sellers and the Certificateholders at their
respective addresses appearing on the Certificate Register.

            Section 7.16 Representations and Warranties of the Trustee 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) Reserved.

            (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 and the Paying Agent. Each of the Trustee and the
Paying Agent, at its own respective expense, shall maintain in effect a Fidelity
Bond and a Errors and Omissions Insurance Policy. The Errors and Omissions
Insurance Policy and Fidelity Bond shall be issued by a Qualified Insurer in
form and in amount customary for trustees or paying agents in similar
transactions (unless the Trustee or the Paying Agent, as the case may be, self
insures as provided below). In the event that any such Errors and Omissions
Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee or the
Paying Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the date of such replacement. So long as the long-term debt rating of the
Trustee or the Paying Agent, as the case may be, is not less than "A" as rated
by Fitch, if rated by Fitch and "Baa1" as rated by Moody's, if rated by Moody's,
respectively, the Trustee or the Paying Agent, as the case may be, may
self-insure for the Fidelity Bond and the Errors and Omissions Insurance Policy.

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1 Servicing Standard; Servicing Duties. (a) Subject to the
express provisions of this Agreement, for and on behalf of the Trust and for the
benefit of the Certificateholders as a whole, the Master Servicer shall service
and administer the Mortgage Loans in accordance with the Servicing Standard and
the terms of this Agreement.

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

            (b) The Master Servicer, in the case of an event specified in clause
(x) of this subclause (b), and the Special Servicer, in the case of an event
specified in clause (y) of this subclause (b), shall each send a written notice
to the other and to the Trustee and the Paying Agent, the Operating Adviser and
each Seller within two Business Days after becoming aware (x) that a Servicing
Transfer Event has occurred with respect to a Mortgage Loan or (y) that a
Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan and, in the case of an event specified in
clause (x) of this subclause (b) above, the Servicing Transfer Event that
occurred.

            (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer
shall notify the Special Servicer to such effect and the Master Servicer shall
take reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. Any legal fees or other out-of-pocket costs incurred in accordance
with the Servicing Standard in connection with any such claim shall be paid by,
and reimbursable to, the Master Servicer as a Servicing Advance.

            (d) In connection with any extension of the Maturity Date of a
Mortgage Loan, the Master Servicer shall give prompt written notice of such
extension to the insurer under the Environmental Insurance Policy and shall
execute such documents as are reasonably required by such insurer to procure an
extension of such policy (if available).

            Section 8.2 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Master Servicer. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and
Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master
Servicer self insures as provided below) and be in form and amount consistent
with the Servicing Standard. In the event that any such Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Master Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Master Servicer is not
in any event less than "A" as rated by Fitch and "Baa1" as rated by Moody's,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

            Section 8.3 Master Servicer's General Power and Duties. (a) The
Master Servicer shall service and administer the Mortgage Loans and shall,
subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII hereof and as
otherwise provided herein and by the Code, have full power and authority to do
any and all things which it may deem necessary or desirable in connection with
such servicing and administration in accordance with the Servicing Standard. To
the extent consistent with the foregoing and subject to any express limitations
and provisions set forth in this Agreement, such power and authority shall
include, without limitation, the right, subject to the terms hereof, (A) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents (including,
without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and related collateral), (B) to consent to assignments and assumptions or
substitutions, and transfers of interest of any Mortgagor, in each case subject
to and in accordance with the terms of the related Mortgage Loan and Section
8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to
consent to any subordinate financings to be secured by any related Mortgaged
Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and, subject to Section
8.7, to consent to any mezzanine debt to the extent such consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the
Mortgage Loan as the Master Servicer deems reasonable under the circumstances,
(F) to execute and deliver, on behalf of the Certificateholders and the Trustee,
documents relating to the management, operation, maintenance, repair, leasing
and marketing of the related Mortgaged Properties, including agreements and
requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset
managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes under the terms of the Mortgage Loan, including all rights of consent or
approval thereunder, (J) to enter into lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust or any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments,
with respect to the Mortgage Loans and with respect to the Mortgaged Properties,
and (M) cause to be held on behalf of the Trustee, in accordance with the terms
of any Mortgage Loan and this Agreement, Defeasance Collateral. Notwithstanding
the above, the Master Servicer shall have no power to (i) waive any Prepayment
Premiums or (ii) consent to any modification of a Money Term of a Mortgage Loan.
Nothing contained in this Agreement shall limit the ability of the Master
Servicer to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property), accept deposits from and otherwise generally engage in
any kind of business or dealings with any Mortgagor as though the Master
Servicer was not a party to this Agreement or to the transactions contemplated
hereby; provided, however, that this sentence shall not modify the Servicing
Standard.

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

            (c) Concurrently with the execution of this Agreement, the Trustee
will sign the Power of Attorney attached hereto as Exhibit S-1. The Master
Servicer, shall promptly notify the Trustee of the 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 Servicer or the Special Servicer, the Trustee shall
execute and return to the Master Servicer or the Special Servicer any additional
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer and the Special Servicer to service and administer the Mortgage
Loans including, without limitation, documents relating to the management,
operation, maintenance, repair, leasing or marketing of the Mortgaged
Properties. The Master Servicer shall indemnify the Trustee for any costs,
liabilities and expenses (including attorneys' fees) incurred by the Trustee in
connection with the intentional or negligent misuse of such power of attorney by
the Master Servicer. Notwithstanding anything contained herein to the contrary,
neither the Master Servicer nor the Special Servicer shall without the Trustee's
written consent: (i) initiate any action, suit or proceeding solely under the
Trustee's name without indicating the Master Servicer's or Special Servicer's,
as applicable, representative capacity, or (ii) knowingly take any action that
causes the Trustee to be registered to do business in any state, provided,
however, that the preceding clause (i) shall not apply to the initiation of
actions relating to a Mortgage Loan that the Master Servicer or the Special
Servicer, as the case may be, is servicing pursuant to its respective duties
herein (in which case the Master Servicer or the Special Servicer, as the case
may be, shall give three (3) Business Days prior notice to the Trustee of the
initiation of such action). The limitations of the preceding clause shall not be
construed to limit any duty or obligation imposed on the Trustee under any other
provision of this Agreement.

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

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

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

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

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

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

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

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

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

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

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

            (h) The Master Servicer shall process all defeasances of Mortgage
Loans in accordance with the terms of the Mortgage Loan documents, and shall be
entitled to any fees paid relating thereto. The Master Servicer shall not permit
defeasance (or partial defeasance if permitted under the Mortgage Loan) of any
Mortgage Loan on or before the second anniversary of the Closing Date unless
such defeasance will not result in an Adverse REMIC Event and the Master
Servicer has received an opinion of counsel to such effect and all items in the
following sentence have been satisfied. Subsequent to the second anniversary of
the Closing Date, the Master Servicer, in connection with the defeasance of a
Mortgage Loan shall require (to the extent it is not inconsistent with the
Servicing Standard) that: (i) the defeasance collateral consists of U.S.
Treasury obligations, (ii) the Master Servicer has 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) the Master Servicer has established a
Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) the Master Servicer has requested and received from the
Mortgagor (A) an opinion of counsel that the Trustee will have a perfected,
first priority security interest in such Defeasance Collateral and (B) written
confirmation from a firm of independent accountants stating that payments made
on such Defeasance Collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan (or the defeased portion thereof in
connection with a partial defeasance) in full on or before its Maturity Date and
to timely pay each subsequent Scheduled Payment, and (v) the Master Servicer
shall receive a Rating Agency Confirmation if the Mortgage Loan has a Principal
Balance greater than the lesser of $5,000,000 and 1% of the Aggregate
Certificate Balance, unless such Rating Agency has waived in writing such Rating
Agency Confirmation requirement. Any customary and reasonable out-of-pocket
expense incurred by the Master Servicer pursuant to this Section 8.3(h) shall be
paid by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document, if so allowed by the terms of such
documents.

            The parties hereto acknowledge that, if the payments described in
paragraph 43 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses associated
with a defeasance of the related Mortgage Loan are insufficient to reimburse the
Trust, including, but not limited to, rating agency fees, then in either case
the sole obligation of the related Seller shall be to pay an amount equal to
such insufficiency or expense to the extent the related Mortgagor is not
required to pay them. Promptly upon receipt of notice of such insufficiency or
unpaid expense, the Master Servicer shall request the related Seller to make
such payment by deposit to the Certificate Account.

            In the case of a Specially Serviced Mortgage Loan, the Master
Servicer shall process any defeasance of such Specially Serviced Mortgage Loan
in accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

            (i) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a ground lease, confirm
whether or not on or prior to the date that is thirty (30) days after the
Closing Date, the Seller has notified the related ground lessor of the transfer
of such Mortgage Loan to the Trust pursuant to this Agreement and informed such
ground lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to the Master Servicer (as evidenced by delivery of a
copy thereof to the Master Servicer). The Master Servicer shall promptly notify
the ground lessor if the Seller has failed to do so by the thirtieth day after
the Closing Date.

            (j) Reserved.

            Section 8.4 Sub-Servicing. The Master 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.

            The Master Servicer shall enter into the Primary Servicing
Agreements with each of the Primary Servicers and shall not terminate such
agreements except in accordance with the terms thereof. Each of the Primary
Servicers shall have all of the rights and obligations of a Sub-Servicer set
forth herein.

            Notwithstanding any other provisions of this Agreement, the Master
Servicer shall remain obligated and liable to the Trustee, the Paying Agent, the
Special Servicer and the Certificateholders for servicing and administering of
the Mortgage Loans in accordance with the provisions of this Agreement to the
same extent as if the Master Servicer was alone servicing and administering the
Mortgage Loans. The Master Servicer shall supervise, administer, monitor,
enforce and oversee the servicing of the applicable Mortgage Loans by any
Primary Servicer or Sub-Servicer appointed by it. The terms of any arrangement
or agreement between the Master Servicer and a Sub-Servicer (other than a
Primary Servicing Agreement) shall provide that such agreement or arrangement
may be terminated, without cause and without the payment of any termination
fees, by the Trustee in the event such Master Servicer is terminated in
accordance with this Agreement. In addition, none of the Special Servicer, the
Trustee, the Paying Agent or the Certificateholders shall have any direct
obligation or liability (including, without limitation, indemnification
obligations) with respect to any Primary Servicer or Sub-Servicer. The Master
Servicer shall pay the costs of enforcement against any of the Primary Servicers
or its Sub-Servicers at its own expense, but shall be reimbursed therefor only
(i) from a general recovery resulting from such enforcement only to the extent
that such recovery exceeds all amounts due in respect of the related Mortgage
Loans or (ii) from a specific recovery of costs, expenses or attorneys fees
against the party against whom such enforcement is directed. Notwithstanding the
provisions of any Primary Servicing Agreement or sub-servicing agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
the Master Servicer or a Primary Servicer or a Sub-Servicer, or reference to
actions taken through a Primary Servicer or Sub-Servicer or otherwise, the
Master Servicer shall remain obligated and liable to the Trustee, the Paying
Agent, the Special Servicer and the Certificateholders for the servicing and
administering of the applicable Mortgage Loans in accordance with (and subject
to the limitations contained within) the provisions of this Agreement without
diminution of such obligation or liability by virtue of indemnification from a
Primary Servicer or a Sub-Servicer and to the same extent and under the same
terms and conditions as if the Master Servicer alone were servicing and
administering the Mortgage Loans.

            Notwithstanding any other provision set forth in this Agreement to
the contrary, (i) each Primary Servicer's rights and obligations under its
respective Primary Servicing Agreement shall expressly survive a termination of
the Master Servicer's servicing rights under this Agreement; provided that the
applicable Primary Servicing Agreement has not been terminated in accordance
with its provisions and (ii) any successor Master Servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to each of the then
current Primary Servicing Agreements without further action upon becoming the
successor Master Servicer.

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicer is neither a party to
any Primary Servicing Agreement, nor is it bound by any provision of any Primary
Servicing Agreement.

            Section 8.5 Servicers May Own Certificates. The Master Servicer and
any agent of the Master Servicer in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have
if it were not the Master Servicer or such agent. Any such interest of the
Master Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Master Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of
whether such actions may have the effect of benefiting the Class or Classes of
Certificates owned by the Master Servicer.

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

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

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

            Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master
Servicer shall not be required in any event to maintain or obtain insurance
coverage beyond what is reasonably available at a cost customarily acceptable
and consistent with the Servicing Standard. The Master Servicer shall notify the
Trustee in the event it makes such determination.

            The Master Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 8.6 either (i) if the Master
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer or (ii) if the Master Servicer, provided that its or its parent's
long-term rating is not less than "A" by Fitch and "A2" by Moody's, self-insures
for its obligations as set forth in the first paragraph of this Section 8.6. In
the event that the Master Servicer shall cause any Mortgage Loan to be covered
by such a master force placed or blanket insurance policy, the incremental cost
of such insurance allocable to such Mortgage Loan (i.e., other than any minimum
or standby premium payable for such policy whether or not any Mortgage Loan is
then covered thereby), if not borne by the related Mortgagor, shall be paid by
the Master Servicer as a Servicing Advance. If such policy contains a deductible
clause, the Master Servicer shall, if there shall not have been maintained on
the related Mortgaged Property a policy complying with this Section 8.6 and
there shall have been a loss that would have been covered by such policy,
deposit in the Certificate Account the amount not otherwise payable under such
master force placed or blanket insurance policy because of such deductible
clause to the extent that such deductible exceeds (i) the deductible under the
related Mortgage Loan or (ii) if there is no deductible limitation required
under the Mortgage Loan, the deductible amount with respect to insurance
policies generally available on properties similar to the related Mortgaged
Property which is consistent with the Servicing Standard, and deliver to the
Trustee an Officer's Certificate describing the calculation of such amount. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to present, on its behalf and on behalf of the
Trustee, claims under any such master force placed or blanket insurance policy.

            With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the Master Servicer
(other than with respect to REO Mortgage Loans) shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage Loans under which Escrow Amounts are not held by the Master
Servicer, effect payment of all such bills, taxes and other assessments with
respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Amounts as
allowed under the terms of the related Mortgage Loan. If a Mortgagor fails to
make any such payment on a timely basis or collections from the Mortgagor are
insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer in accordance with the Servicing Standard shall use
its reasonable efforts to pay as a Servicing Advance the amount necessary to
effect the payment of any such item prior to such penalty or termination date
(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 Servicer or the Trustee, as the case may be, in effecting the payment
of taxes and assessments on the Mortgaged Properties and related insurance
premiums and ground rents shall, for the purpose of calculating distributions to
Certificateholders, be added to the Principal Balance of the Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans permit such costs to be
added to the outstanding principal balances of such Mortgage Loans.

            Section 8.7 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause. (a) In the event the Master Servicer
receives a request from a Mortgagor pursuant to the provisions of any Mortgage
Loan (other than a Specially Serviced Mortgage Loan) that expressly permits,
subject to any conditions set forth in the Mortgage Loan documents, the
assignment of the related Mortgaged Property to, and assumption of such Mortgage
Loan by, another Person, the Master Servicer shall obtain relevant information
for purposes of evaluating such request. For the purpose of the foregoing
sentence, the term `expressly permits' shall include outright permission to
assign, permission to assign upon satisfaction of certain conditions or
prohibition against assignment except upon the satisfaction of stated
conditions. If the Master Servicer recommends to approve such assignment, the
Master Servicer shall provide to the Special Servicer a copy of such
recommendation and the materials upon which such recommendation is based (which
information shall consist of the information to be included in the Assignment
and Assumption Submission to Special Servicer, in the form attached hereto as
Exhibit U) and (A) the Special Servicer shall have the right hereunder to grant
or withhold consent to any such request for such assignment and assumption in
accordance with the terms of the Mortgage Loan and this Agreement, and the
Special Servicer shall not unreasonably withhold such consent and any such
decision of the Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the Special Servicer to notify the Master Servicer in
writing, within five (5) Business Days following the Master Servicer's delivery
of the recommendation described above and the complete Assignment and Assumption
Submission to Special Servicer on which the recommendation is based, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) the Master Servicer shall not permit any such
assignment or assumption unless it has received the written consent of the
Special Servicer or such consent has been deemed to have been granted as
described in the preceding sentence. The Special Servicer hereby acknowledges
the delegation of rights and duties hereunder by the Master Servicer pursuant to
the provisions of each Primary Servicing Agreement. If the Special Servicer
withholds consent pursuant to the provisions of this Agreement, it shall provide
the Master Servicer with a written statement and a verbal explanation as to its
reasoning and analysis. Upon consent or deemed consent by the Special Servicer
to such proposed assignment and assumption, the Master Servicer shall process
such request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or create any lien on a
Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. In the event that Master Servicer shall require a Nondisqualification
Opinion in order to process a request for a substitution, the Master Servicer
shall use its best reasonable efforts in accordance with the Servicing Standard
to collect the related costs, expenses and fees from the Mortgagor. In the event
that the related Mortgage Loan documents do not require the Mortgagor to pay
such amounts, the Master Servicer shall use its best reasonable efforts in
accordance with the Servicing Standard to collect such amounts from the related
Seller, pursuant to the related Mortgage Loan Purchase Agreement. To the extent
permitted by applicable law, the Master Servicer shall not enter into such an
assumption or substitution agreement unless the credit status of the prospective
new Mortgagor is in conformity to the terms of the related Mortgage Loan
documents. In making its recommendation, the Master Servicer shall evaluate such
conformity in accordance with the Servicing Standard. The Master Servicer shall
notify the Trustee, the Paying Agent and the Special Servicer of any assignment
and assumption or substitution agreement executed pursuant to this Section
8.7(a). The Master Servicer shall be entitled to (as additional servicing
compensation) 50% of any assumption fee collected from a Mortgagor in connection
with an assignment and assumption or substitution of a non-Specially Serviced
Mortgage Loan executed pursuant to this Section 8.7(a) and the Special Servicer
shall be entitled to (as additional special servicing compensation) the other
50% of such fee.

            (b) Reserved.

            (c) Neither the Master Servicer nor the Special Servicer shall have
any liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

            (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, (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale of the related
Mortgaged Property, or (ii) provides that such Mortgage Loan may not be assumed
without the consent of the related mortgagee in connection with any such sale or
other transfer, then, the Master Servicer'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 at such time equals or exceeds 5% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by Principal
Balance) in the pool, then prior to waiving the effect of such provision, the
Master Servicer shall obtain Rating Agency Confirmation regarding such waiver.
In connection with the request for such consent, the Master Servicer shall
prepare and deliver to Fitch and Moody's a memorandum outlining its analysis and
recommendation in accordance with the Servicing Standard, together with copies
of all relevant documentation. The Master Servicer shall promptly forward copies
of the assignment and assumption documents relating to any Mortgage Loan to the
Special Servicer, the Paying Agent and the Trustee, and the Master Servicer
shall promptly thereafter forward such documents to the Rating Agencies. The
Special Servicer and the Master Servicer shall each be entitled to (as
additional compensation) 50% of any fee collected from a Mortgagor in connection
with the granting or withholding such consent.

            (e) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor; provided, however, that if such proposed
transfer of an equity interest of a Mortgagor is to any Person other than a
current equity owner in such Mortgagor, the request to consent to such transfer
shall be processed in the same manner as in Section 8.7(a); and provided,
further, that if (i) 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, and (ii) the transfer
is of an equity interest in the Mortgagor greater than 49%, then prior to
consenting, the Master Servicer shall obtain a Rating Agency Confirmation
regarding such consent, the costs of which to be payable by the related
Mortgagor to the extent provided for in the Mortgage Loan documents. The Master
Servicer shall be entitled to collect and receive from Mortgagors any customary
fees in connection with such transfers of interest as additional servicing
compensation.

            (f) The Trustee for the benefit of the Certificateholders shall
execute any necessary instruments in the form presented to it by the Master
Servicer (pursuant to subsection (a) or (d)) for such assignments and
assumptions agreements. Upon the closing of the transactions contemplated by
such documents, the 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 the Master Servicer shall promptly deliver copies of such documents to the
Trustee and the Special Servicer.

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

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      a lien on the ownership interest in the Mortgagor; or

            (ii) requires the consent of the Mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

            then, as long as such Mortgage Loan is included in the Trust, the
Master Servicer, on behalf of the Trustee as the Mortgagee of record, shall
exercise (or, subject to Section 8.18, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard
and sub-section (h) below. The Master Servicer shall not waive the effect of
such provision without first obtaining Rating Agency Confirmation regarding such
waiver and complying with the provisions of the next succeeding paragraph.

            (h) Without limiting the generality of the preceding paragraph, in
the event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed waiver, the
Master Servicer shall process such request of the related Mortgagor subject to
the other requirements set forth above.

            (i) The parties hereto acknowledge that, if the payments described
in paragraph 43 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses of
obtaining any Rating Agency Confirmation in connection with an assumption of the
related Mortgage Loan are insufficient to reimburse the Trust, then it shall be
the sole obligation of the related Seller to pay an amount equal to such
insufficiency to the extent the related Mortgagor is not required to pay them.
Promptly upon receipt of notice of such insufficiency, the Master Servicer or
the Special Servicer, as applicable, shall request the related Seller to make
such payment by deposit to the Certificate Account. The Master Servicer may not
waive such payment by the Mortgagor and shall use its best reasonable efforts to
collect such amounts from the Mortgagor.

            Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files.
Upon the payment in full of any Mortgage Loan, the complete defeasance of a
Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan, or the receipt by the Master Servicer of a notification that
payment in full (or such payment, if any, in connection with the satisfaction
and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed
in a manner customary for such purposes, and upon notification by the Master
Servicer in the form of a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders or any of them,
any and all instruments of satisfaction, cancellation or assignment without
recourse, representation or warranty, or of partial or full release or discharge
and all other comparable instruments, with respect to the Mortgage Loans, and
with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account but shall be paid by the Master Servicer except to the extent that such
expenses are paid by the related Mortgagor in a manner consistent with the terms
of the related Mortgage and applicable law. From time to time and as shall be
appropriate for the servicing of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any Servicer Fidelity Bond or
Errors and Omissions Policy, or for the purposes of effecting a partial or total
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Trustee Mortgage File, the Trustee shall, upon request
of the Master Servicer and the delivery to the Trustee of a Request for Release
signed by a Servicing Officer, in the form of Exhibit C hereto, release the
Trustee Mortgage File to the Master Servicer or the Special Servicer, as the
case may be.

            Section 8.9 Documents, Records and Funds in Possession of Master
Servicer to be Held for the Trustee for the Benefit of the Certificateholders.
Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files
and funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds or Insurance Proceeds, including
any funds on deposit in the Certificate Account, shall be held by the Master
Servicer for and on behalf of the Trustee and the Certificateholders and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Master Servicer agrees that it
shall not create, incur or subject any Servicer Mortgage Files or Trustee
Mortgage File or any funds that are deposited in the Certificate Account or any
Escrow Account, or any funds that otherwise are or may become due or payable to
the Trustee or the Paying Agent, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of setoff against any Servicer Mortgage
Files or Trustee Mortgage File or any funds collected on, or in connection with,
a Mortgage Loan, except, however, that the Master Servicer shall be entitled to
receive from any such funds any amounts that are properly due and payable to the
Master Servicer under this Agreement.

            Section 8.10 Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to the Master
Servicing Fee and the Primary Servicing Fee, which shall be payable by the Trust
from amounts held in the Certificate Account or otherwise collected from the
Mortgage Loans as provided in Section 5.2. The Master Servicer shall be required
to pay to the Primary Servicers the related Primary Servicing Fees, which shall
be payable by the Trust from amounts as provided in Section 5.1(c), unless
retained by the Primary Servicers from amounts transferred to the Master
Servicer in accordance with the terms of the Primary Servicing Agreements. The
Master Servicer shall also be entitled to the Primary Servicing Fee, which shall
be payable by the Trust from amounts held in the Certificate Account (or a
sub-account thereof) or otherwise collected from the Mortgage Loans as provided
in Section 5.2, provided that the Primary Servicing Fee payable to the Master
Servicer shall only be collected from the Mortgage Loans set forth on Schedule
I, Schedule II, Schedule III and Schedule VII.

            (b) Additional servicing compensation in the form of assumption
fees, extension fees, servicing fees, default interest payable at a rate above
the Mortgage Rate (net of any amount used to pay Advance Interest), Modification
Fees, forbearance fees, Late Fees (net of Advance Interest) or other usual and
customary charges and fees actually received from Mortgagors shall be retained
by the Master Servicer, provided that the Master Servicer shall be entitled to
(i) receive 50% of assumption fees collected on Mortgage Loans that are not
Specially Serviced Mortgage Loans as provided in Section 8.7(a), (ii) 50% of
Modification Fees on Mortgage Loans that are not Specially Serviced Mortgage
Loans as provided in Section 8.18 hereof; and (iii) 100% of any extension fees
collected from the related Mortgagor in connection with the extension of the
Maturity Date of any Mortgage Loan as provided in Section 8.18; provided,
however, that the Master Servicer shall not be entitled to any such fees in
connection with any Specially Serviced Mortgage Loans. If the Master Servicer
collects any amount payable to the Special Servicer hereunder in connection with
a REO Mortgage Loan or Specially Serviced Mortgage Loan, the Master Servicer
shall promptly remit such amount to the Special Servicer as provided in Section
5.2. The Master Servicer shall be required to pay all applicable expenses
incurred by it in connection with its servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee and, if applicable, the related Primary Servicing Fee for each monthly
period relating to each Determination Date shall be reduced by an amount equal
to the Compensating Interest (if any) relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for such Determination Date.

            (d) The Master Servicer shall also be entitled to additional
servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date, (ii) interest or other income earned on deposits in the Certificate
Account and the Distribution Account (but only to the extent of the net
investment earnings, if any, with respect to each such account), and, (iii) to
the extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Escrow Accounts. Section

            8.11 Master Servicer Reports; Account Statements. (a) For each
Distribution Date, (i) the Master Servicer shall deliver to the Paying Agent, no
later than 3:00 p.m., New York City time, on the related Report Date, the Master
Servicer Remittance Report with respect to such Distribution Date and (ii) the
Master Servicer shall report to the Paying Agent on the related Advance Report
Date, the amount of P&I Advance to be made by the Master Servicer on the related
Master Servicer Remittance Date. The Special Servicer is required to provide the
Master Servicer on the Determination Date those reports which are set forth in
Section 8.11(g)(vii), (viii), (ix) and (x) relating to Specially Serviced
Mortgage Loans in order for the Master Servicer to satisfy its duties in this
Section 8.11.

            (b) The Master Servicer shall deliver to the Trustee, the Paying
Agent and the Special Servicer within 30 days following each Distribution Date a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date showing, for the period covered by such
statement, the aggregate of deposits in or withdrawals from the Certificate
Account.

            (c) The Master Servicer shall promptly inform the Special Servicer
of the name, account number, location and other necessary information concerning
the Certificate Account in order to permit the Special Servicer to make deposits
therein.

            (d) Reserved.

            (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the Special
Servicer, the Operating Adviser and each Rating Agency, in each case upon
request by such Person and only to the extent such reports and information are
not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicer shall not have any obligation to deliver any statement,
notice or report that is then made available on the Master Servicer's or the
Paying Agent's internet website (other than to the Special Servicer, to whom the
Master Servicer shall be obligated to deliver such items electronically in an
electronic format reasonably acceptable to the Special Servicer), provided that
it has notified all parties entitled to delivery of such reports, by electronic
mail or other notice provided in this Agreement, to the effect that such
statements, notices or reports shall thereafter be made available on such
website from time to time.

            (g) The Master Servicer shall deliver or cause to be delivered to
the Paying Agent the following CMSA Reports with respect to the Mortgage Loans
(and, if applicable, the related REO Properties) providing the required
information as of the related Determination Date upon the following schedule:
(i) a Comparative Financial Status Report not later than each Report Date,
commencing in December 2001; (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 December 2001;
(iv) a Loan Set-Up File (with respect to the initial Distribution Date only) not
later than the Report Date in November 2001; (v) a Loan Periodic Update File not
later than each Report Date commencing in November 2001; (vi) a Property File
not later than each Report Date, commencing in January 2002; (vii) a Delinquent
Loan Status Report on each Report Date, commencing in December 2001; (viii) an
Historical Loan Modification Report not later than each Report Date, commencing
in December 2001, (ix) an Historical Liquidation Report not later than each
Report Date, commencing in December 2001; (x) an REO Status Report on each
Report Date, commencing in December 2001 and (xi) any Special Servicer Monthly
Report, commencing in December 2001. The information that pertains to Specially
Serviced Mortgage Loans and REO Properties reflected in such reports shall be
based solely upon the reports delivered by the Special Servicer to the Master
Servicer in writing and on a computer readable medium reasonably acceptable to
the Master Servicer and the Special Servicer on the Determination Date prior to
the related Master Servicer Remittance Date in the form required under Section
9.32. The Master Servicer's responsibilities under this Section 8.11(g) with
respect to REO Loans and Specially Serviced Mortgage Loans shall be subject to
the satisfaction of the Special Servicer's obligations under Section 9.32.

            (h) For each Distribution Date, the Master Servicer shall deliver to
the Paying Agent, not later than the related Report Date, a Servicer Watch List.
To the extent the Master Servicer has knowledge thereof, the Master Servicer
shall list any Mortgage Loan on the Servicer Watch List as to which any of the
following events have occurred following the Cut-Off Date: (i) Mortgage Loans
having a current Debt Service Coverage Ratio that is 85% or less of the Debt
Service Coverage Ratio listed for such Mortgage Loan on Appendix II to the Final
Prospectus Supplement or having a Debt Service Coverage Ratio that is less than
1.10x, (ii) Mortgage Loans as to which any required inspection of the related
Mortgaged Property conducted by the Master Servicer indicates a problem that the
Master Servicer determines can reasonably be expected to materially adversely
affect the cash flow generated by such Mortgaged Property, (iii) Mortgage Loans
which have come to the Master Servicer's attention in the performance of its
duties under this Agreement, in respect of which (A) the occupancy of the
related Mortgaged Property is under 80%, (B) any tenant occupying 25% or more of
the space in the related Mortgaged Property vacates the Mortgaged Property
(without being replaced by one or more comparable tenants and leases) or is the
subject of bankruptcy or similar proceedings if the Master Servicer has received
written notice of such proceedings or such proceedings have become general
public knowledge, (C) with respect to Mortgaged Properties operated as a hotel,
the occupancy thereof is more than 10% less than the occupancy as of the Cut-Off
Date as set forth in Appendix II to the Prospectus Supplement or (D) any
Mortgagor or an affiliate thereof has been the subject of bankruptcy or similar
proceedings if the Master Servicer has received written notice of such
proceedings or such proceedings have become general public knowledge, (iv)
Mortgage Loans that are at least 30 days delinquent in payment, (v) Mortgage
Loans that are within 90 days of maturity, (vi) Mortgage Loans that are
delinquent in respect of real estate taxes, (vii) Mortgage Loans for which any
outstanding Advances exist, (viii) Mortgage Loans that are late after the
expiration of any grace period in making monthly payments three or more times in
the preceding 12 months (commencing with the first anniversary of the Closing
Date) and (ix) any Rehabilitated Mortgage Loan until the Mortgagor has made
three (3) consecutive payments; provided, however, that with respect to any
Mortgage Loan that is (a) secured by more than one Mortgaged Property and (b)
required to be listed on the Servicer Watch List because the occupancy of one
Mortgaged Property has fallen below 80%, such Servicer Watch List shall list the
occupancies of each of the Mortgaged Properties that secure such Mortgage Loan.
Notwithstanding any of the foregoing, in the event that the CMSA shall adopt a
final form of Servicer Watch List, the Servicer Watch List provided pursuant to
this section shall contain the information specified in such form.

            (i) If the Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan), the
Master Servicer shall, within five (5) Business Days following its receipt of
the proceeds of such drawing, deliver notice thereof to the Special Servicer,
the Operating Adviser and the Paying Agent, which notice shall set forth (i) the
unpaid Principal Balance of such Mortgage Loan immediately before and
immediately after the drawing, and (ii) a brief description of the circumstances
that in the Master Servicer's good faith, reasonable judgment and in compliance
with the Servicing Standard entitled the Master Servicer to make such drawing.

            (j) On or before the 20th day following the first anniversary of the
Closing Date, the Master Servicer shall deliver to the Special Servicer and the
Operating Advisor a report which identifies with respect to each Mortgage Loan
that requires reserve payments as of the Closing Date and for which the required
actions relating to such reserve payments which are escrowed have not been
completed by such first anniversary: (i) the amount of reserve payments as of
the Closing Date, (ii) the amount of reserve payments remaining on the date of
the reporting, (iii) reserve type, (iv) the expiration date by which the work
must be completed and (v) the status of such work.

            Section 8.12 Annual Statement as to Compliance. The Master Servicer
shall deliver to the Depositor, the Paying Agent and the Trustee on or before
March 30 of each year, commencing in March 2002, an Officer's Certificate
stating, as to the signer thereof, that (A) a review of the activities of the
Master Servicer during the preceding calendar year or portion thereof and of the
performance of the Master Servicer under this Agreement has been made under such
officer's supervision and (B) to the best of such officer's knowledge, based on
such review, the Master Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. The Master Servicer
shall forward a copy of each such statement to the Rating Agencies and the
Operating Adviser.

            Section 8.13 Annual Independent Public Accountants' Servicing
Report. On or before noon (Eastern Time) on March 30 of each year, commencing in
March 2002, the Master Servicer at its expense shall cause a firm of nationally
recognized independent public accountants (which may also render other services
to the Master Servicer) and that is a member of the American Institute of
Certified Public Accountants to furnish a statement to the Trustee, the Paying
Agent and the Depositor, with a copy to the Rating Agencies, to the effect that
(i) it has obtained a letter of representation regarding certain matters from
the management of the Master Servicer, which includes an assertion that the
Master Servicer has complied with certain minimum mortgage loan servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans), identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of commercial and multifamily mortgage loans during the most
recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of commercial and multifamily mortgage
loans by 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.

            Section 8.14 Operating Statement Analysis Reports Regarding the
Mortgaged Properties. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on December 31, 2001, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent an Operating Statement
Analysis Report and a CMSA Financial File for each Mortgaged Property (in
electronic format), prepared using the non-normalized quarterly operating
statements and rent rolls received from the related Mortgagor, if any. Not later
than the Report Date occurring in July of each year, beginning in 2002, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent an Operating Statement
Analysis Report, a CMSA Financial File and an NOI Adjustment Worksheet for each
Mortgage Loan (in electronic format), based on the most recently available
year-end financial statements and most recently available rent rolls of each
applicable Mortgagor (to the extent provided to the Master Servicer by or on
behalf of each Mortgagor, or, in the case of Specially Serviced Mortgaged Loans,
as provided to the Special Servicer, which Special Servicer shall forward such
reports to the Master Servicer on or before the date that is 20 days prior to
the date such reports are due), containing such information and analyses for
each Mortgage Loan provided for in the respective forms of Operating Statement
Analysis Report, CMSA Financial File and an NOI Adjustment Worksheet as would
customarily be included in accordance with the Servicing Standard including,
without limitation, Debt Service Coverage Ratios and income. Such reports shall
be updated by the Master Servicer and the Special Servicer to reflect
information that becomes available after the Report Date within 30 days of
receipt of such information. In addition, unless prohibited by applicable law or
the related Mortgage Loan documents, the Master Servicer shall deliver to the
Operating Adviser, and upon request the Master Servicer shall make available to
the Rating Agencies, the Special Servicer, the Paying Agent and the Trustee,
within 30 days following receipt thereof by the Master Servicer, copies of any
annual, monthly or quarterly financial statements and rent rolls collected with
respect to the Mortgaged Properties. As and to the extent reasonably requested
by the Special Servicer, the Master Servicer shall make inquiry of any Mortgagor
with respect to such information or as regards the performance of the related
Mortgaged Property in general. The Paying Agent shall provide or make available
electronically at no cost to the Certificateholders or Certificate Owners, the
Rating Agencies, the Operating Adviser, the Depositor, the Placement Agents and
the Underwriters, the Operating Statement Analysis Reports, CMSA Financial Files
and NOI Adjustment Worksheets described above pursuant to Section 5.4(a). The
aggregated CMSA Property File for all Mortgaged Properties shall be available on
the Master Servicer's web site (which shall be initially located at
www.capmarkservices.com) by the Business Day following the Distribution Date in
January 2002. Pursuant to the Mortgage Loan Purchase Agreements, the Sellers
shall populate all fields or any information reasonable requested by the Master
Servicer to complete the CMSA Property File.

            Section 8.15 Other Available Information and Certain Rights of the
Master Servicer. (a) Subject to paragraphs (b), (c) and (d) below, unless
prohibited by applicable law or the loan documents, the Paying Agent shall make
available at its Corporate Trust Office, during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any Seller, any Placement Agent, any Underwriter, each Rating
Agency, the Paying Agent or the Depositor, originals or copies of, among other
things, the following items: (i) this Agreement and any amendments thereto, (ii)
all final and released Operating Statement Analysis Reports and the Master
Servicer Remittance Reports, (iii) all Officer's Certificates (including
Officer's Certificates evidencing any determination of Nonrecoverable Advances)
delivered to the Trustee and the Paying Agent since the Closing Date, (iv) all
accountants' reports delivered to the Trustee and the Paying Agent since the
Closing Date, (v) the most recent property Inspection Reports in the possession
of the Paying Agent in respect of each Mortgaged Property, (vi) the most recent
Mortgaged Property annual operating statement and rent roll, if any, collected
by or on behalf of the Master Servicer or the Special Servicer, (vii) any and
all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into by the Master Servicer and/or the Special Servicer, and (viii) any
and all Officers' Certificates (and attachments thereto) delivered to the
Trustee and the Paying Agent to support the Master Servicer's determination that
any Advance was not or, if made, would not be, recoverable. The Trustee will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, any Placement Agent or
any Underwriter) sufficient to cover the reasonable costs and expenses of making
such information available.

            (b) Subject to the restrictions described below, the Master Servicer
shall afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent,
the Special Servicer, the Sellers, the Placement Agents, the Underwriters, the
Operating Adviser, any Certificateholder or Certificate Owner, upon reasonable
notice and during normal business hours, reasonable access to all information
referred to in Section 8.15(a) and any additional relevant,
non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement (which access may occur by
means of the availability of information on the Master Servicer's or the Paying
Agent's internet website), and access to Servicing Officers of the Master
Servicer responsible for its obligations hereunder. Copies of information or
access will be provided to Certificateholders and each Certificate Owner
providing satisfactory evidence of ownership of Certificates or beneficial
ownership of a Certificate, as the case may be, which may include a
certification. Copies (or computer diskettes or other digital or electronic
copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the Master
Servicer upon request; provided, however, that the Master Servicer shall be
permitted to require payment by the requesting party (other than the Depositor,
the Trustee, the Paying Agent, the Special Servicer, any Placement Agent, any
Underwriter, or any Rating Agency) of a sum sufficient to cover the reasonable
expenses actually incurred by the Master Servicer of providing access or copies
(including electronic or digital copies) of any such information requested in
accordance with the preceding sentence.

            (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the
Master Servicer shall not have any liability to the Depositor, the Trustee, the
Paying Agent, the Special Servicer, any Certificateholder, any Certificate
Owner, any Placement Agent, any Underwriter, any Rating Agency or any other
Person to whom it delivers information pursuant to this Section 8.15 or any
other provision of this Agreement for federal, state or other applicable
securities law violations relating to the disclosure of such information. In the
event any Person brings any claims relating to or arising from the foregoing
against the Master Servicer (or any employee, attorney, officer, director or
agent thereof), the Trust (from amounts held in any account or otherwise) shall
hold harmless and indemnify the Master Servicer from any loss or expense
(including attorney fees) relating to or arising from such claims.

            (d) The Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to such
Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Paying Agent, the Special Servicer, the Sellers, any Placement
Agent, any Underwriter, any Rating Agency and/or the Certificateholders or
Certificate Owners. Any transmittal of information by the Master Servicer to any
Person other than the Trustee, the Paying Agent, the Master Servicer, the
Special Servicer, the Rating Agencies, the Operating Adviser or the Depositor
may be accompanied by a letter from the Master Servicer containing the following
provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Morgan Stanley Dean Witter Capital
            I Inc., Commercial Mortgage Pass-Through Certificates, Series
            2001-IQ from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purpose of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser of such Certificates or beneficial interest
            therein."

            (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

            (f) The Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

            Section 8.16 Rule 144A Information. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent
for delivery to any Holder thereof, any Certificate Owner therein and to any
prospective purchaser of the Certificates or beneficial interest therein
reasonably designated by the Paying Agent upon the request of such
Certificateholder, such Certificate Owner or the Paying Agent, subject to this
Section 8.16 and the provisions of Section 8.15, any information prepared by the
Master Servicer that is required to be provided to such holder or prospective
purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the
Securities Act, including, without limitation, copies of the reports and
information described in Sections 8.15(a) and (b).

            Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the Master
Servicer shall be permitted to use the letter referred to in Section 8.15(d).
Unless the Master Servicer chooses to deliver the information directly, the
Depositor, the Placement Agents, the Underwriters or the Paying Agent shall be
responsible for the physical delivery of the information requested pursuant to
this Section 8.16. As a condition to the Master Servicer making any report or
information available upon request to any Person other than the parties hereto,
the Master Servicer may require that the recipient of such information
acknowledge that the Master Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Paying Agent, the Placement
Agents, the Underwriters, any Rating Agency and/or the Certificateholders and
Certificate Owners. The Master Servicer will be permitted to require payment of
a sum to be paid by the requesting party (other than the Rating Agencies, the
Trustee, the Paying Agent, the Placement Agents or the Underwriters) sufficient
to cover the reasonable costs and expenses of making such information available.

            Section 8.17 Inspections. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans, every
calendar year beginning in 2002, or every second calendar year beginning in 2002
if the Principal Balance of the related Mortgage Loan is under $2 million;
provided that the Master Servicer shall, at the expense of the Trust,
immediately inspect or cause to be inspected each Mortgaged Property related to
a Mortgage Loan (other than a Specially Serviced Mortgage Loan) that has a Debt
Service Coverage Ratio that falls below 1.0x. The foregoing sentence shall not
alter the terms of the Special Servicer's obligation to inspect Mortgaged
Properties as set forth in Section 9.4(b) hereto. The Master Servicer shall
prepare an Inspection Report relating to each inspection. The Master Servicer
shall promptly forward the applicable Inspection Report to the Trustee, the
Special Servicer and, upon request, to the Rating Agencies, the Placement
Agents, the Underwriters, the Depositor, the Paying Agent and the Operating
Adviser. The Special Servicer shall have the right to inspect or cause to be
inspected (at its own expense) every calendar year any Mortgaged Property
related to a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided that the Special Servicer notifies the Master Servicer prior to such
inspection.

            Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents. Subject to the limitations of Section 12.3 hereof, the Master Servicer
shall have the following powers:

            (a) (i) The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or
relating to any term other than a Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan, provided that such amendment would not result
in an Adverse REMIC Event; and provided, further, that if any consent relates to
a release of a letter of credit relating to any Mortgage Loan (other than
letters of credit or portions thereof released upon satisfaction of conditions
specified in the related agreements), then (i) the Master Servicer shall notify
the Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve a release,
then the Special Servicer shall within five Business Days provide notice to the
Master Servicer on whether the Master Servicer should approve the release (and
the failure of the Special Servicer to give the Master Servicer such notice
shall automatically be deemed to be an approval by the Special Servicer that the
Master Servicer should grant such release). Notwithstanding the preceding
sentence, if the Master Servicer recommends to approve a modification, waiver,
amendment or consent (including, without limitation, any waiver of any
requirement that the Mortgagor post additional reserves or a letter of credit
upon the failure of the Mortgagor to satisfy conditions specified in the
Mortgage Loan documents and, if lender's consent is required under the related
Mortgage Loan documents, with respect to any Mortgage Loan with a Principal
Balance in excess of $10 million, a change of the related Mortgaged Property's
management company), the Master Servicer shall provide to the Special Servicer a
copy of the Master Servicer's recommendation and the relevant information
obtained or prepared by the Master Servicer in connection therewith (A) the
Special Servicer shall have the right hereunder to grant or withhold consent to
any such proposed modification, waiver, amendment or consent, and the Special
Servicer shall not unreasonably withhold such consent and any such decision
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer, within five (5) Business Days following
the Master Servicer's delivery of the recommendation described above, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) the Master Servicer shall not enter into any such
proposed modification, waiver, amendment or consent unless it has received the
written consent of the Special Servicer or such consent has been deemed to have
been granted as described above. Notwithstanding the foregoing, if a Mortgagor
makes a request under the Mortgage Loan documents which is not a request for a
modification, waiver or amendment but requires the satisfaction of a condition,
term or provision of such documents and which requires, or specifies a standard
of, consent or approval of the applicable holder of the Mortgage, then the
Master Servicer, exercising good faith using the Servicing Standard, shall
determine if such condition, term or provision is material to the request, and
if so, shall refer it to the Special Servicer as provided in clauses (A)-(C)
above and if not, may thereafter handle such consent as otherwise provided and
permitted in this Agreement. In any event, the Master Servicer shall promptly
notify the Special Servicer of any material modification, waiver, amendment or
consent executed by the Master Servicer pursuant to this Section 8.18(a)(i) and
provide to the Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents require a
Mortgagor to pay a fee for an assumption, modification, waiver, amendment or
consent that would be due or partially due to the Special Servicer, then the
Master Servicer shall not waive the portion of such fee due to the Special
Servicer without the Special Servicer's approval.

            (ii) The Master Servicer may, Without the consent of the Special
      Servicer, extend the maturity date of any Balloon Mortgage Loan that is
      not a Specially Serviced Mortgage Loan to a date that is not more than 60
      days following the original Maturity Date, if in the Master Servicer's
      sole judgment exercised in good faith (and evidenced by an Officer's
      Certificate), a default in the payment of the Balloon Payment is
      reasonably foreseeable and such extension is reasonably likely to produce
      a greater recovery to the Holders on a net present value basis than
      liquidation of such Mortgage Loan and the Mortgagor has obtained an
      executed written commitment (subject only to satisfaction of conditions
      set forth therein) for refinancing of the Mortgage Loan or purchase of the
      related Mortgaged Property. The Master Servicer shall process all such
      extensions and shall be entitled to (as additional servicing compensation)
      100% of any extension fees collected from a Mortgagor with respect to any
      such extension.

            (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer shall be entitled
to (as additional servicing compensation) 50% 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 and the Special Servicer shall be entitled (as additional special
servicing compensation) to the other 50% of such fee, provided that the Special
Servicer's consent, consultation or approval is required for such matters. The
Master Servicer may charge the Mortgagor for any costs and expenses (including
attorneys' fees and Rating Agency Confirmation fees) incurred by the Master
Servicer or the Special Servicer (which amounts shall be reimbursed to the
Special Servicer) in connection with any request for a modification, waiver or
amendment. The Master Servicer agrees to use its best reasonable efforts in
accordance with the Servicing Standard to collect such costs, expenses and fees
from the Mortgagor, provided that the failure or inability of the Mortgagor to
pay any such costs and expenses shall not impair the right of the Master
Servicer to cause such costs and expenses (but not including any modification
fee), and interest thereon at the Advance Rate, to be paid or reimbursed by the
Trust as a Servicing Advance (to the extent not paid by the Mortgagor). If the
Master Servicer believes that the costs and expenses (including attorneys' fees)
to be incurred by the Master Servicer in connection with any request for a
modification, waiver or amendment will result in a payment or reimbursement by
the Trust, then the Master Servicer shall notify the Special Servicer.

            (c) The Master Servicer shall notify the Trustee, the Paying Agent
and the Special Servicer of any modification, waiver or amendment of any term of
any Mortgage Loan permitted by it under this Section and the date thereof, and
shall deliver to the Trustee for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment, promptly following the execution thereof except to the extent such
documents have been submitted to the applicable recording office, in which event
the Master Servicer shall promptly deliver copies of such documents to the
Trustee. The Master Servicer shall not agree to any modification, waiver, or
amendment of any Money Term of a Mortgage Loan or any term of a Specially
Serviced Mortgage Loan.

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide that certain conditions must be satisfied prior to the Master Servicer
releasing additional collateral for the Mortgage Loan (e.g., the release,
reduction or termination of reserves or letters of credit or the establishment
of reserves), then the Master Servicer shall be permitted to waive any such
condition without obtaining the consent of the Special Servicer, provided that
(1) the aggregate amount of the related releases or establishments is no greater
than the smaller of 10% of the outstanding unpaid Principal Balance of the
related Mortgage Loan or $75,000 or (2) the condition to be waived is deemed to
be non-material in accordance with the Servicing Standard. Notwithstanding the
foregoing, without the Special Servicer's consent or except as provided in the
specific Mortgage Loan documents, the Master Servicer shall not waive: (1) a
requirement for any such additional collateral to exist, or (2) a lock box
requirement.

            (e) The Master Servicer will not be required to obtain a Rating
Agency Confirmation in connection with this Agreement unless the terms of this
Agreement specifically requires the Master Servicer to do so, and if so required
by the terms of this Agreement, the Master Servicer shall not be permitted to
waive (i) the Rating Agency Confirmation requirement or (ii) the obligation, if
such is set forth in the Mortgage Loan documents, of a Mortgagor to pay all or
any portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.

            Section 8.19 Specially Serviced Mortgage Loans. (a) The Master
Servicer shall send a written notice to the Special Servicer, the Rating
Agencies, the Paying Agent and the Trustee within two Business Days after
becoming aware of a Servicing Transfer Event with respect to a Mortgage Loan,
which notice shall identify the related Mortgage Loan and set forth in
reasonable detail the nature and relevant facts of such Servicing Transfer Event
and whether such Mortgage Loan is covered by an Environmental Insurance Policy
(and for purposes of stating whether such Mortgage Loan is covered by an
Environmental Insurance Policy the Master Servicer may rely on 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 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 Special Servicer, the Master Servicer shall notify the
related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

            (c) Any calculations or reports prepared by the Master Servicer to
the extent they relate to Specially Serviced Mortgage Loans shall be based on
information and/or reports supplied to the Master Servicer in writing by the
Special Servicer as provided hereby. The Master Servicer shall have no duty to
investigate or confirm the accuracy of any information provided to it by the
Special Servicer and shall have no liability for the inaccuracy of any of its
reports due to the inaccuracy of the information and/or reports provided by the
Special Servicer.

            (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

            Section 8.20 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i) the Master Servicer is duly organized, validly existing and in
      good standing as a limited partnership under the laws of the State of
      Texas, and shall be and thereafter remain, in compliance with the laws of
      each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement, except where
      the failure to so qualify or comply would not adversely affect the Master
      Servicer's ability to perform its obligations hereunder in accordance with
      the terms of this Agreement;

            (ii) the Master Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The Master
      Servicer has duly and validly authorized the execution, delivery and
      performance of this Agreement and this Agreement has been duly executed
      and delivered by the Master Servicer; and this Agreement, assuming the due
      authorization, execution and delivery thereof by the Depositor, the
      Trustee, the Paying Agent and the Special Servicer, evidences the valid
      and binding obligation of the Master Servicer enforceable against the
      Master Servicer in accordance with its terms subject, as to enforcement of
      remedies, to applicable bankruptcy, reorganization, insolvency,
      moratorium, receivership and other similar laws affecting creditors'
      rights generally as from time to time in effect, and to general principles
      of equity (regardless of whether such enforceability is considered in a
      proceeding in equity or at law);

            (iii) the execution and delivery of this Agreement, the consummation
      of the transactions contemplated hereby, and the fulfillment of or
      compliance with the terms and conditions of this Agreement will not (1)
      result in a breach of any term or provision of its partnership agreement
      or certificate of limited partnership or (2) conflict with, result in a
      breach, violation or acceleration of, or result in a default under, the
      terms of any other material agreement or instrument to which it is a party
      or by which it may be bound, or any law, governmental rule, regulation, or
      judgment, decree or order applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it,
      which materially and adversely affects its ability to perform its
      obligations under this Agreement;

            (iv) no litigation is pending or, to the Master Servicer's
      knowledge, threatened, against it, that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or its
      ability to service the Mortgage Loans or to perform any of its other
      obligations hereunder in accordance with the terms hereof;

            (v) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by it of, or compliance by it with, this Agreement, or the
      consummation of the transactions contemplated hereby, or if any such
      consent, approval, authorization or order is required, it has obtained the
      same or will obtain the same prior to the time necessary to perform its
      obligations under this Agreement, and, except to the extent in the case of
      performance, that its failure to be qualified as a foreign limited
      partnership or licensed in one or more states is not necessary for the
      performance by it of its obligations hereunder; and

            (vi) the performance of the services by the Master Servicer
      contemplated by this Agreement are in the ordinary course of business of
      the Master Servicer and the Master Servicer possesses all licenses,
      permits and other authorizations necessary to perform its duties
      hereunder.

            (b) It is understood that the representations and warranties set
forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

            (c) Any cause of action against the Master Servicer arising out of
the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Master Servicer by any of the
Trustee or the Master Servicer. The Master Servicer shall give prompt notice to
the Trustee, the Depositor and the Special Servicer of the occurrence, or the
failure to occur, of any event that, with notice or the passage of time or both,
would cause any representation or warranty in this Section to be untrue or
inaccurate in any respect.

            Section 8.21 Merger or Consolidation. Any Person into which the
Master Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Master
Servicer shall be a party, or any Person succeeding to the business of the
Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the provisions in
the foregoing sentence are not met, the Trustee may terminate the Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

            Section 8.22 Resignation of Master Servicer. (a) Except as otherwise
provided in Section 8.22(b) hereof, the Master Servicer shall not resign from
the obligations and duties hereby imposed on it unless it determines that the
Master Servicer's duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other
activities carried on by it. Any such determination permitting the resignation
of the Master Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation shall become effective
until a successor servicer designated by the Trustee, with the consent of the
Depositor and the Paying Agent, shall have assumed the Master Servicer's
responsibilities and obligations under this Agreement and Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the Master Servicer to the Trustee.

            (b) The Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (w) is available, (x) has assets of at least
$15,000,000, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by the Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

            Section 8.23 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Master Servicer (as provided in Section 8.4) to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer hereunder or (B) assign and delegate all of
its duties hereunder; provided, however, that with respect to clause (B), (i)
the Master Servicer gives the Depositor, the Special Servicer and the Trustee
notice of such assignment and delegation; (ii) such purchaser or transferee
accepting such assignment and delegation executes and delivers to the Depositor
and the Trustee an agreement accepting such assignment, which contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer, with like effect as if
originally named as a party to this Agreement and the Primary Servicing
Agreements; (iii) the purchaser or transferee has assets in excess of
$15,000,000; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation; and (v) the Depositor consents to such assignment and
delegation, such consent not be unreasonably withheld. In the case of any such
assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

            Section 8.24 Limitation on Liability of the Master Servicer and
Others. (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Paying Agent, the
Placement Agents, the Underwriters or the Special Servicer for any action taken
or for refraining from the taking of any action in good faith, or using
reasonable business judgment, consistent with the Servicing Standard; provided
that this provision shall not protect the Master Servicer or any such person
against any breach of a representation or warranty contained herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the Special Servicer)
respecting any matters arising hereunder. The Master Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that the Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans (subject to the Special Servicer's servicing of Specially
Serviced Mortgage Loans as contemplated herein), or shall undertake any such
action if instructed to do so by the Trustee. In such event, all legal expenses
and costs of such action shall be expenses and costs of the Trust, and the
Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

            (b) In addition, the Master Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by the Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgement made in good
faith by any officer, unless it shall be proved that the Master Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Master
Servicer nor any director, officer, employee, agent or Affiliate, shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.

            (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicer, the Paying Agent or the Trustee in this
Agreement. The Trust shall indemnify and hold harmless the Master Servicer from
any and all claims, liabilities, costs, charges, fees or other expenses which
relate to or arise from any such breach of representation, warranty or covenant
to the extent the Master Servicer is unable to recover such amounts from the
Person in breach.

            (d) Except as otherwise specifically provided herein:

            (i) the Master Servicer may rely, and shall be protected in acting
      or refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, financial statement,
      agreement, appraisal, bond or other document (in electronic or paper
      format) reasonably believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) the Master Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) the Master Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) the Master Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper reasonably believed by
      it to be genuine and provided by any Mortgagor or manager of a Mortgaged
      Property.

            (e) The Master Servicer and any director, officer, employee or agent
of the Master Servicer shall be indemnified by the Trustee, the Paying Agent and
the Special Servicer, as the case may be, and held harmless against any loss,
liability or expense including reasonable attorneys' fees incurred in connection
with any legal action relating to the Trustee's, the Paying Agent's or the
Special Servicer's, as the case may be, respective willful misfeasance, bad
faith or negligence in the performance of its respective duties hereunder or by
reason of negligent disregard of its respective duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Master Servicer's duties
hereunder or by reason of negligent disregard of the Master Servicer's
obligations and duties hereunder. The Master Servicer shall immediately notify
the Trustee, the Paying Agent and the Special Servicer if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans entitling the
Master Servicer to indemnification hereunder, whereupon the Trustee, the Paying
Agent, or the Special Servicer, in each case, to the extent the claim is related
to its respective willful misfeasance, bad faith or negligence, may assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee, the Paying Agent and the Special Servicer shall not affect any
rights that the Master Servicer may have to indemnification under this Agreement
or otherwise, unless the Trustee's, the Paying Agent's or the Special Servicer's
defense of such claim is materially prejudiced thereby. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Master Servicer hereunder. Any payment hereunder made by the Trustee, the Paying
Agent or the Special Servicer pursuant to this paragraph to the Master Servicer
shall be paid from the Trustee's, the Paying Agent's or the Special Servicer's
own funds, without reimbursement from the Trust therefor except to the extent
achieved through subrogation as provided in this Agreement. Any expenses
incurred or indemnification payments made by the Trustee, the Paying Agent or
the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final judgment that the conduct of the Trustee,
the Paying Agent or the 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) The Master
Servicer and any director, officer, employee or agent of the Master Servicer
shall be indemnified by the Trust and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to this Agreement, any Mortgage Loans, any REO
Property or the Certificates or any exercise of any right under this Agreement
reasonably requiring the use of counsel or the incurring of expenses other than
any loss, liability or expense incurred by reason of the Master Servicer's
willful misfeasance, bad faith or negligence in the performance of duties
hereunder. The Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay
all expenses in connection therewith, including counsel fees, and out of the
Trust promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. The indemnification
provided herein shall survive the termination of this Agreement. The Trustee,
the Paying Agent or the Master Servicer shall promptly make from the Certificate
Account any payments certified by the Master Servicer to the Trustee and the
Paying Agent as required to be made to the Master Servicer pursuant to this
Section 8.25.

            (b) The Master Servicer agrees to indemnify the Trustee, the Special
Servicer, the Trust, the Depositor, the Paying Agent, and any director, officer,
employee, agent or Controlling Person thereof, and hold them harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
that the Trustee, the Special Servicer, the Depositor, the Paying Agent and the
Trust may sustain arising from or as a result of the willful misfeasance, bad
faith or negligence in the performance of any of the Master Servicer's duties
hereunder or by reason of negligent disregard of the Master Servicer's
obligations and duties hereunder (including a breach of such obligations a
substantial motive of which is to obtain an economic advantage from being
released from such obligations), and if in any such situation the Master
Servicer is replaced, the parties hereto agree that the amount of such claims,
losses, penalties, fines, legal fees and related costs, judgments, and other
costs, liabilities, fees and expenses shall at least equal the incremental
costs, if any, of retaining a successor servicer. The Trustee, the Special
Servicer, the Paying Agent or the Depositor, as applicable, shall immediately
notify the Master Servicer if a claim is made by any Person with respect to this
Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the
Special Servicer, the Paying Agent or the Trust to indemnification under this
Section 8.25(b), whereupon the Master Servicer shall assume the defense of any
such claim (with counsel reasonably satisfactory to the Trustee, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Special Servicer, the Depositor, the Paying
Agent or the Trust may have to indemnification under this Agreement or
otherwise, unless the Master Servicer's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the resignation or termination of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee. Any expenses
incurred or indemnification payments made by the Master Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Master Servicer was not
culpable or that the Master Servicer did not act with willful misfeasance, bad
faith or negligence.

            Section 8.26 Exchange Act Reporting. The Master Servicer, the
Special Servicer, the Paying Agent and the Trustee shall reasonably cooperate
with the Depositor in connection with the Depositor's satisfying the reporting
requirements in respect of the Trust under the Exchange Act. The Paying Agent
shall prepare, execute and file on behalf of the Depositor with respect to the
Trust any Forms 8-K and 10-K customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission thereunder; provided that the Depositor shall file the initial Form
8-K in connection with the issuance of the Certificates. The Paying Agent shall
file each Form 8-K with a copy of the related Monthly Certificateholders Report
attached thereto. Any other attachments to be filed with any Form 8-K shall be
delivered to the Paying Agent in Edgar-compatible form or as otherwise agreed
upon by the Paying Agent and the Depositor, at the Depositor's expense, and any
necessary conversion to EDGAR-compatible format will be at the Depositor's
expense. Such EDGAR filings shall be at the expense of the Depositor. The Paying
Agent shall continue to make such filings until such time as the Depositor
notifies the Paying Agent that it has obtained from the Securities and Exchange
Commission a no-action letter or other exemptive relief relating to reducing
reporting requirements in respect of the Trust under the Exchange Act and, in
accordance with and to the extent permitted by applicable law, has filed a Form
15 relating to the automatic termination of reporting in respect of the Trust
under the Exchange Act. Beginning on or before January 31, 2002, the Depositor
shall pay the Paying Agent before January 31 of each year a fee of $5,000 as
compensation for preparing and filing such reports.

            Section 8.27 Compliance with REMIC Provisions. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC Pool to take any action that could (i) endanger the
status of any REMIC Pool as a REMIC under the Code or (ii) result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Master
Servicer shall comply with the provisions of Article XII hereof.

            Section 8.28 Termination. (a) The obligations and responsibilities
of the Master Servicer created hereby (other than the obligation of the Master
Servicer to make payments to the Paying Agent as set forth in Section 8.29 and
the obligations of the Master Servicer to the Trustee, the Paying Agent, the
Special Servicer and the Trust as set forth in Section 8.25) shall terminate (i)
on the date which is the later of (A) the final payment or other liquidation of
the last Mortgage Loan remaining outstanding (and final distribution to the
Certificateholders) or (B) the disposition of all REO Property (and final
distribution to the Certificateholders), (ii) if an Event of Default described
in clauses 8.28(b)(iii), (iv), (v), (vi) or (x) has occurred, 60 days following
the date on which the Trustee or Depositor gives written notice to the Master
Servicer that the Master Servicer is terminated or (iii) if an Event of Default
described in clauses 8.28(b)(i), (ii), (vii), (viii) or (ix) has occurred,
immediately upon the date on which the Trustee or the Depositor gives written
notice to the Master Servicer that the Master Servicer is terminated. After any
Event of Default, the Trustee (i) may elect to terminate the Master Servicer by
providing such notice, and (ii) shall provide such notice if holders of
Certificates representing more than 25% of the Aggregate Certificate Balance of
all Certificates so direct the Trustee.

            (b) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to remit to the Paying Agent
      or otherwise make any payment required to be remitted by the Master
      Servicer under the terms of this Agreement, including any required
      Advances; or

            (ii) any failure by the Master Servicer to make a required deposit
      to the Certificate Account which continues unremedied for one Business Day
      following the date on which such deposit was first required to be made; or

            (iii) any failure on the part of the Master Servicer duly to observe
      or perform in any material respect any other of the duties, covenants or
      agreements on the part of the Master Servicer contained in this Agreement
      which continues unremedied for a period of 30 days after the date on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee;
      provided, however, that if the Master Servicer certifies to the Trustee
      and the Depositor that the Master Servicer is in good faith attempting to
      remedy such failure, such cure period will be extended to the extent
      necessary to permit the Master Servicer to cure such failure; provided,
      further, that such cure period may not exceed 90 days; or

            (iv) any breach of the representations and warranties contained in
      Section 8.20 hereof that materially and adversely affects the interest of
      any holder of any Class of Certificates and that continues unremedied for
      a period of 30 days after the date on which notice of such breach,
      requiring the same to be remedied, shall have been given to the Master
      Servicer by the Depositor or the Trustee, provided, however, that if the
      Master Servicer certifies to the Trustee and the Depositor that the Master
      Servicer is in good faith attempting to remedy such breach, such cure
      period will be extended to the extent necessary to permit the Master
      Servicer to cure such breach; provided, further, that such cure period may
      not exceed 90 days; or

            (v) the Trustee shall receive notice from Fitch to the effect that
      the continuation of the Master Servicer in such capacity would result in
      the downgrade, qualification or withdrawal of any rating then assigned by
      Fitch to any Class of Certificates; or

            (vi) the Master Servicer has been downgraded to a servicer rating
      level below CMS3 (or its then equivalent) by Fitch and, if so downgraded,
      Fitch does not return the Master Servicer to at least CMS3 or its
      equivalent within sixty (60) days; or

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

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

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

            (x) the Master Servicer receives actual knowledge that Moody's has
      (i) qualified, downgraded or withdrawn its rating or ratings of one or
      more Classes of Certificates, or (ii) placed one or more Classes of
      Certificates on "watch status" in contemplation of a rating downgrade or
      withdrawal (and such "watch status" placement shall not have been
      withdrawn by Moody's within 60 days of the date that the Master Servicer
      obtained such actual knowledge) and, in the case of either of clauses (i)
      or (ii), citing servicing concerns with the Master Servicer as the sole or
      material factor in such rating action.

            Section 8.29 Procedure Upon Termination. (a) Notice of any
termination pursuant to clause (i) of Section 8.28(a), specifying the Master
Servicer Remittance Date upon which the final transfer by the Master Servicer to
the Paying Agent shall be made, shall be given promptly in writing by the Master
Servicer to the Paying Agent no later than the later of (i) five Business Days
after the final payment or other liquidation of the last Mortgage Loan or (ii)
the sixth day of the month of such final distribution. Upon any such
termination, the duties of the Master Servicer (other than the obligation of the
Master Servicer to pay to the Paying Agent the amounts remaining in the
Certificate Account as set forth below and the obligations of the Master
Servicer to the Trustee and the Trust as provided herein) shall terminate and
the Master Servicer shall transfer to the Paying Agent the amounts remaining in
the Certificate Account (and any sub-account) after making the withdrawals
permitted to be made pursuant to Section 5.2 and shall thereafter terminate the
Certificate Account and any other account or fund maintained with respect to the
Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the
date on which a written notice of termination is given to the Master Servicer
pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of
the Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation or unreimbursed Advances); provided that in no event
shall the termination of the Master Servicer be effective until a successor
servicer shall have succeeded the Master Servicer as successor servicer, subject
to approval by the Rating Agencies, notified the Master Servicer of such
designation and such successor servicer shall have assumed the Master Servicer's
obligations and responsibilities hereunder and under the Primary Servicing
Agreements, as set forth in an agreement substantially in the form hereof, with
respect to the Mortgage Loans. Except as provided in the next sentence, the
Trustee may not succeed the Master Servicer as servicer until and unless it has
satisfied the provisions that would apply to a Person succeeding to the business
of the Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the
foregoing sentence, in the event that the Master Servicer is terminated as a
result of an event described in Section 8.28(b)(vii), 8.28(b)(viii) or
8.28(b)(ix), the Trustee shall act as successor servicer immediately upon
delivery of a notice of termination to the Master Servicer and shall use
commercially reasonable efforts within 90 days of assuming the duties of the
Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof or
to transfer the duties of the Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee and the Paying Agent in effecting
the termination of the Master Servicer's responsibilities and rights hereunder
as Master Servicer including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee all documents and
records in electronic or other form reasonably requested by it to enable the
successor servicer designated by the Trustee to assume the Master Servicer's
functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

            (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (v), (vi) or (x) of Section 8.28(b), and if the
Master Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less than three Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

            (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 30 days after termination of the Master
Servicer hereunder. The Trustee shall select the Qualified Bidder with the
highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

            (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

            (g) Notwithstanding anything to the contrary in this Section 8.29,
the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

                                   ARTICLE IX

           ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                           LOANS BY SPECIAL SERVICER

            Section 9.1 Duties of Special Servicer. (a) Subject to the express
provisions of this Agreement, for and on behalf of the Certificateholders and
the Trustee, the Special Servicer shall service the Specially Serviced Mortgage
Loans and manage the related REO Properties in accordance with the provisions of
this Agreement and the Servicing Standard.

            (b) The Special Servicer shall cooperate with the Master Servicer
and provide the Master Servicer with the information (in the sole discretion of
the Special Servicer, either in writing or in an electronic format requested by
the Master Servicer) reasonably requested by the Master Servicer, in writing, to
the extent required to allow the Master Servicer to perform its servicing
obligations with respect to the Specially Serviced Mortgage Loans hereunder;
provided, however, that (i) the Special Servicer shall not be required to
produce any ad hoc reports or incur any unusual expense or effort in connection
therewith and (ii) if the Special Servicer elects to provide such ad hoc reports
requested by the Master Servicer, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

            (c) The Special Servicer shall send a written notice to the Master
Servicer and the Paying Agent within two Business Days after becoming aware that
a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan. Upon the receipt of such notice by the
Master Servicer and the Paying Agent, such Mortgage Loan shall become a
Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.

            (d) Upon the occurrence of a Servicing Transfer Event with respect
to a Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

            (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Mortgage Loan) shall be deposited in the Certificate Account. The Master
Servicer shall within three Business Days after receipt of any such payment,
notify the Special Servicer of the receipt of such payment and the amount
thereof. The Special Servicer shall, within one Business Day thereafter,
instruct the Master Servicer in writing how to apply such payment (with the
application of such payments to be made in accordance with the related Mortgage
Loan documents or in accordance with this Agreement, as applicable).

            (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates
by which any claim must be made or action must be taken under such Environmental
Insurance Policy to achieve the payment of all amounts thereunder to which the
Trust is entitled in the event the Special Servicer has actual knowledge of any
event giving rise to a claim under such Environmental Insurance Policy (an
"Insured Environmental Event") and (ii) if the Special Servicer has actual
knowledge of an Insured Environmental Event with respect to such Mortgage Loan,
the Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of the related Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance. All extraordinary expenses (but not ordinary
and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2 Fidelity Bond and Errors and Omissions Insurance Policy
of Special Servicer. The Special Servicer, at its expense, shall maintain in
effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self
insures as provided below) and be in form and amount consistent with the
Servicing Standard. In the event that any such Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of the Special Servicer is not less
than two rating categories (ignoring pluses or minuses) lower than the highest
rating of the Certificates, but in any event not less than "A" as rated by Fitch
and "A2" as rated by Moody's, the Special Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

            Section 9.3 Sub-Servicers. The Special Servicer shall have the right
to use a Sub-Servicer on the same terms and conditions as those set forth in
Section 8.4 for a Sub-Servicer of the Master Servicer; provided, however, that
the Special Servicer shall not use a Sub-Servicer unless it shall have received
a Rating Agency Confirmation from Fitch that such appointment 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, provided that this requirement
shall not prevent any special servicer from hiring an Independent Contractor or
an agent to assist it in the performance of its duties hereunder. The Special
Servicer shall notify the Master Servicer and Trustee of the appointment of any
Sub-Servicer of the Special Servicer. Notwithstanding the foregoing, no more
than 25% (by Principal Balance) of the Specially Serviced Mortgage Loans may be
sub-serviced at any time.

            Section 9.4 Special Servicer General Powers and Duties. (a) Subject
to the other terms and provisions of this Agreement, the Special Servicer is
hereby authorized and empowered when the Special Servicer believes it
appropriate in accordance with the Servicing Standard, to take any and all the
actions with respect to Specially Serviced Mortgage Loans which the Master
Servicer may perform as set forth in Section 8.3(a), including (i) to execute
and deliver, on behalf of itself or the Trust, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Specially Serviced Mortgage
Loans and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney
in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from
time to time, upon request, with any additional powers of attorney of the Trust,
empowering the Special Servicer to take such actions as it determines to be
reasonably necessary to comply with its servicing, administrative and management
duties hereunder, and the Trustee shall execute and deliver or cause to be
executed and delivered such other documents as a Special Servicing Officer may
request, that are necessary or appropriate to enable the Special Servicer to
service, administer and manage the Specially Serviced Mortgage Loans and carry
out its duties hereunder, in each case as the Special Servicer determines is in
accordance with the Servicing Standard and the terms of this Agreement; provided
that, prior to initiating any proceedings in any court of law or equity (but not
defending any proceedings in any court of law or equity) or instituting any
proceeding to foreclose on any Mortgaged Property in the name of the Trust in
any state, the Special Servicer shall notify the Trustee in writing and not
institute or initiate any such proceedings for a period of five Business Days
from the date of its delivery of such notice to the Trustee, unless the Special
Servicer reasonably believes that such action should be taken in less than five
Business Days to preserve the property of the Trust for the benefit of
Certificateholders, and the Trustee may within five Business Days of its receipt
of such notice advise the Special Servicer that it has received an Opinion of
Counsel (the cost of which shall be an expense of the Trust) from an attorney
duly licensed to practice law in the state where the related Mortgaged Property
or REO Property is located, that it is likely that the laws of the state in
which said action is to be taken either prohibit such action if taken in the
name of the Trust or that the Trust would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name;
provided, further, that the Special Servicer shall not be liable to the extent
that it relies on the advice provided in such Opinion of Counsel. Upon receipt
of any such advice from the Trustee, the Special Servicer shall take such action
in the name of such Person or Persons, in trust for the Trust, as shall be
consistent with the Opinion of Counsel obtained by the Trustee. Such Person or
Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust. In the performance of its duties
hereunder, the Special Servicer shall be an independent contractor and shall
not, except in those instances where it is, after notice to the Trustee as
provided above, taking action in the name of the Trust, be deemed to be the
agent of the Trust. The Special Servicer shall indemnify the Trustee for any
loss, liability or reasonable expense (including attorneys' fees) incurred by
the Trustee or any director, officer, employee, agent or Controlling Person of
it or its affiliates in connection with any negligent or intentional misuse of
the foregoing powers of attorney furnished to the Special Servicer by the
Trustee. Such indemnification shall survive the resignation or termination of
the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

            (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall
conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided
that the Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve (12) month period that ends on June 30 of any
calendar year (commencing with the twelve (12) month period ending June 30,
2002); provided, further, that the Special Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan that is delinquent for sixty (60) days in the payment of any
amounts due under such Mortgage Loan. The Special Servicer shall provide to the
Master Servicer and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

            (c) Reserved.

            Section 9.5 "Due-on-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;
Due-On-Encumbrance Clauses. Subject to the limitations of Section 12.3, the
Special Servicer shall have the following duties and rights:

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

            (i) provides that such Specially Serviced Mortgage Loan shall (or
      may at the Mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property, or

            (ii) provides that such Specially Serviced Mortgage Loan may not be
      assumed without the consent of the related mortgagee in connection with
      any such sale or other transfer,

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, the Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Special Servicer shall prepare and deliver to Fitch and Moody's a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Fitch and Moody's with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which the Special Servicer's decision will be sufficient and a Rating Agency
Confirmation is not required. As to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan and contains a provision in the nature of a "due-on-sale"
clause, the Special Servicer shall have the rights and duties set forth in
Section 8.7(b). The Special Servicer shall be entitled to 100% of all assumption
fees in connection with Specially Serviced Mortgage Loans.

            After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon;
provided that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall otherwise enter
into any assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

            (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

            (c) Subject to the Servicing Standard and Section 9.39, and the
rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at related Mortgage Rate),
(C) such modification, waiver or amendment would not cause an Adverse REMIC
Event to occur, and (D) if notice to the Operating Adviser of such modification,
waiver or amendment is required pursuant to Section 9.39, the Special Servicer
has made such notice.

            In no event, however, shall the Special Servicer (i) extend the
Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is two
years prior to the Final Rated Distribution Date or (ii) if the Specially
Serviced Mortgage Loan is secured by a ground lease, extend the Maturity Date of
such Specially Serviced Mortgage Loan unless the Special Servicer gives due
consideration to the remaining term of such ground lease. The Special Servicer
shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged
Property covered by a group secured creditor impaired property environmental
insurance policy for more than five years beyond such Mortgage Loan's Maturity
Date unless a new Phase I Environmental Report indicates that there is no
environmental condition or the Mortgagor obtains, at its expense, an extension
of such policy on the same terms and conditions to cover the period through five
years past the extended Maturity Date, provided that, (i) if such Mortgage Loan
is secured by a ground lease, the Special Servicer shall give due consideration
to the remaining term of the ground lease and (ii) in no case shall the Maturity
Date of any such Mortgage Loan be extended past a date that is two years prior
to the Final Rated Distribution Date.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 9.5(c) shall be evidenced
by an Officer's Certificate certifying the information in the proviso to the
first paragraph under this subsection (c).

            (d) In the event the Special Servicer intends to permit a Mortgagor
to substitute collateral for all or any portion of a Mortgaged Property pursuant
to Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant
to Section 9.5(c), if the security interest of the Trust in such collateral 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, the Special Servicer shall make arrangements for such possession,
care or protection, and prior to agreeing to such substitution or addition of
collateral (or such arrangement for possession, care or protection) shall obtain
the prior written consent of the Trustee with respect thereto (which consent
shall not be unreasonably withheld, delayed or conditioned); provided, however,
that the Trustee shall not be required (but has the option) to consent to any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any additional duties or obligations or incur
any additional expense. Notwithstanding the foregoing, to the extent not
inconsistent with the related Mortgage Loan documents, the 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. The parties hereto acknowledge that, with respect to the
payments described in the last sentence of paragraph 25 of Exhibit 2 to the
Mortgage Loan Purchase Agreements regarding the obligation of a Mortgagor to pay
the reasonable costs and expenses of any opinion of tax counsel required in
connection with the full or partial release or substitution of collateral, it
shall be the sole obligation of the related Seller to pay an amount equal to
such cost of such opinion to the extent the related Mortgagor is not required to
pay them. With respect to any Defaulted Mortgage Loan, the Special Servicer,
subject to the Servicing Standard, shall not permit any full or partial
substitution unless the related Mortgagor is obligated to pay the costs of any
such opinion. Promptly upon receipt of notice of such unpaid expense, regarding
a Specially Serviced Mortgage Loan, the Special Servicer shall request the
related Seller to make such payment by deposit to the Certificate Account.

            (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee, the Paying Agent and the Rating
Agencies a notice, specifying any such assignments and assumptions,
modifications, waivers or amendments, such notice identifying the affected
Specially Serviced Mortgage Loan. Such notice shall set forth the reasons for
such waiver, modification, or amendment (including, but not limited to,
information such as related income and expense statements, rent rolls, occupancy
status, property inspections, and an internal or external appraisal performed in
accordance with MAI standards and methodologies (and, if done externally, the
cost of such appraisal shall be recoverable as a Servicing Advance subject to
the provisions of Section 4.4 hereof)). The Special Servicer shall also deliver
to the Trustee (or the Custodian), for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment promptly following the execution thereof.

            (f) No fee described in this Section shall be collected by the
Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in
conjunction with any consent or any modification, waiver or amendment of the
Mortgage Loan if the collection of such fee would cause such consent,
modification, waiver or amendment to be a "significant modification" of the
Mortgage Note within the meaning of Treasury Regulation ss. 1.860G-2(b). Subject
to the foregoing, the Special Servicer shall use its reasonable efforts, in
accordance with the Servicing Standard, to collect any modification fees and
other expenses connected with a permitted modification of a Mortgage Loan from
the Mortgagor. The 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 Special Servicer, the Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

            (g) The Special Servicer shall cooperate with the Master Servicer
(as provided in Section 8.7) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be
entitled to receive 50% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section 8.7(a)
and 50% of any assumption fee paid by the related Mortgagor in connection with
an assignment and assumption executed pursuant to Section 8.7(d). The Special
Servicer shall be entitled to 100% of any assumption fee received in connection
with a Specially Serviced Mortgage Loan.

            (h) Notwithstanding anything herein to the contrary, (i) the 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 the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC Event with respect to any REMIC Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Paying
Agent or the Trustee, or any of their respective Affiliates, officers,
directors, employees or agents, to any material claim, suit or liability, or (D)
materially expand the scope of the Special Servicer's responsibilities under
this Agreement.

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

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property; or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

            (j) then, for so long as such Mortgage Loan is included in the
Trust, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall exercise (or, subject to Section 9.5, waive its right to exercise)
any right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standard. Prior to waiving the effect of such provision with respect to a
Mortgage Loan, the Special Servicer shall obtain Rating Agency Confirmation
regarding such waiver.

            Section 9.6 Release of Mortgage Files. (a) Upon becoming aware of
the payment in full of any Specially Serviced Mortgage Loan, or the receipt by
the Special Servicer of a notification that payment in full will be escrowed in
a manner customary for such purposes, or the complete defeasance of a Mortgage
Loan, the Special Servicer will immediately notify the Master Servicer. The
Special Servicer shall determine, in accordance with the Servicing Standard,
whether an instrument of satisfaction shall be delivered and, if the Special
Servicer determines that such instrument should be delivered, the Special
Servicer shall deliver written approval of such delivery to the Master Servicer.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

            (c) The Special Servicer shall send notification in writing, to the
Master Servicer to request any documents and instruments in the possession of
the Master Servicer related to any Specially Serviced Mortgage Loan.

            (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in
the possession of the Special Servicer related to such Rehabilitated Mortgage
Loan. Prior to the transfer of servicing with respect to any Rehabilitated
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard,
the Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

            Section 9.7 Documents, Records and Funds in Possession of Special
Servicer To Be Held for the Trustee. (a) The Special Servicer shall transmit to
the Trustee or Custodian such documents and instruments coming into the
possession of the Special Servicer as from time to time are required by the
terms hereof to be delivered to the Trustee. Any funds received by the Special
Servicer in respect of any Specially Serviced Mortgage Loan or any REO Property
or which otherwise are collected by the Special Servicer as Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any
Specially Serviced Mortgage Loan or any REO Property shall be transmitted to the
Master Servicer within one Business Day of receipt to the Certificate Account,
except that if such amounts relate to REO Income, they shall be deposited in the
REO Account. The Special Servicer shall provide access to information and
documentation regarding the Specially Serviced Mortgage Loans to the Trustee,
the Master Servicer, the Paying Agent, the Operating Adviser and their
respective agents and accountants at any time upon reasonable written request
and during normal business hours, provided that the Special Servicer shall not
be required to take any action or provide any information that the Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder; provided, further, that the Trustee
and the Paying Agent shall be entitled to receive from the Special Servicer all
such information as the Trustee and the Paying Agent shall reasonably require to
perform their respective duties hereunder. In fulfilling such a request, the
Special Servicer shall not be responsible for determining whether such
information is sufficient for the Trustee's, the Master Servicer's, the Paying
Agent's or the Operating Adviser's purposes.

            (b) The Special Servicer hereby acknowledges that the Trust owns the
Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust.

            (c) The Special Servicer also agrees that it shall not create, incur
or subject any Specially Serviced Mortgage Loans, or any funds that are required
to be deposited in any REO Account to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, nor assert by legal
action or otherwise any claim or right of setoff against any Specially Serviced
Mortgage Loan or any funds, collected on, or in connection with, a Specially
Serviced Mortgage Loan.

            Section 9.8 Representations, Warranties and Covenants of the Special
Servicer. (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

            (i) the Special Servicer is duly organized, validly existing and in
      good standing as a corporation under the laws of the State of California,
      and shall be in compliance with the laws of each State in which any
      Mortgaged Property (including any REO Property) which is, or is related to
      a Specially Serviced Mortgage Loan is located to the extent necessary to
      perform its obligations under this Agreement, except where the failure to
      so qualify or comply would not adversely affect the Special Servicer's
      ability to perform its obligations hereunder in accordance with the terms
      of this Agreement;

            (ii) the Special Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The Special
      Servicer has duly and validly authorized the execution, delivery and
      performance of this Agreement and this Agreement has been duly executed
      and delivered by the Special Servicer; and this Agreement, assuming the
      due authorization, execution and delivery thereof by the Depositor, the
      Trustee, the Paying Agent and the Master Servicer, evidences the valid and
      binding obligation of the Special Servicer enforceable against the Special
      Servicer in accordance with its terms subject, as to enforcement of
      remedies, to applicable bankruptcy, reorganization, insolvency,
      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 best of the Special
      Servicer's knowledge, threatened, against it, the outcome of which, in the
      Special Servicer's reasonable judgment, could reasonably be expected to
      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; and

            (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.

            (b) It is understood that the representations and warranties set
forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

            (c) Any cause of action against the Special Servicer arising out of
the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Special Servicer by any of the
Trustee, the Master Servicer or the Paying Agent. The Special Servicer shall
give prompt notice to the Trustee, the Paying Agent, the Depositor, the
Operating Adviser and the Master Servicer of the occurrence, or the failure to
occur, of any event that, with notice, or the passage of time or both, would
cause any representation or warranty in this Section to be untrue or inaccurate
in any respect.

            Section 9.9 Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies. (a) For all REO Property, the Special Servicer
shall use reasonable efforts, consistent with the Servicing Standard, to
maintain with a Qualified Insurer a Standard Hazard Insurance Policy which does
not provide for reduction due to depreciation in an amount which is not less
than the full replacement cost of the improvements of such REO Property or in an
amount not less than the unpaid Principal Balance plus all unpaid interest and
the cumulative amount of Servicing Advances (plus Advance Interest) made with
respect to such Mortgage Loan, whichever is less, but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause. If the
improvements to the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), the Special Servicer
shall maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage equal to the lesser of the then outstanding Principal Balance of the
Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest) and
the maximum insurance coverage required under such current guidelines. It is
understood and agreed that the Special Servicer has no obligation to obtain
earthquake or other additional insurance on REO Property, except as required by
law and, nevertheless, at its sole option and at the Trust's expense, it (if
required at origination and is available at commercially reasonable rates) may
obtain such earthquake insurance. The Special Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to obtain a comprehensive
general liability insurance policy for all REO Properties. The Special Servicer
shall, to the extent available at commercially reasonable rates (as determined
by the Special Servicer in accordance with the Servicing Standard) and to the
extent consistent with the Servicing Standard, use its reasonable efforts to
maintain a Rent Loss Policy covering revenues for a period of at least twelve
(12) months and a comprehensive general liability policy with coverage
comparable to prudent lending requirements in an amount not less than $1 million
per occurrence. All applicable policies required to be maintained by the Special
Servicer pursuant to this Section 9.9(a) shall name the Trustee as loss payee
and be endorsed with a standard mortgagee clause. The costs of such insurance
shall be a Servicing Advance, subject to the provisions of Section 4.4 hereof.

            (b) Any amounts collected by the Special Servicer under any
insurance policies maintained pursuant to this Section 9.9 (other than amounts
to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the Special Servicer shall not be
required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Special Servicer shall notify the Trustee of any such
determination.

            The Special Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 9.9 either (i) if the Special
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer with a minimum claims paying ability rating of at least "A" by Fitch and
"A2" by Moody's or otherwise approved by the Rating Agencies or (ii) if the
Special Servicer, provided that the rating of such Person's long-term debt is
not less than "A" by Fitch and "A2" by Moody's self-insures for its obligations
as set forth in the first paragraph of this Section 9.9. In the event that the
Special Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Special
Servicer as a Servicing Advance, subject to the provisions of Section 4.4
hereof. If such policy contains a deductible clause, the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

            Section 9.10 Presentment of Claims and Collection of Proceeds. The
Special Servicer will prepare and present or cause to be prepared and presented
on behalf of the Trustee all claims under the Insurance Policies with respect to
REO Property, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
recover under such policies. Any proceeds disbursed to the Special Servicer in
respect of such policies shall be promptly remitted to the Certificate Account,
upon receipt, except for any amounts realized that are to be applied to the
repair or restoration of the applicable REO Property in accordance with the
Servicing Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.10 shall be paid by the Trust.

            Section 9.11 Compensation to the Special Servicer. (a) As
compensation for its activities hereunder, the Special Servicer shall be
entitled to (i) the Special Servicing Fee, (ii) the Liquidation Fee and (iii)
the Work-Out Fee. Such amounts, if any, collected by the Special Servicer from
the related Mortgagor shall be transferred by the Special Servicer to the Master
Servicer within one Business Day of receipt thereof, and deposited by the Master
Servicer in the Certificate Account. The Special Servicer shall be entitled to
receive a Liquidation Fee from the Liquidation Proceeds received in connection
with a final disposition of a Specially Serviced Mortgage Loan or REO Property
(whether arising pursuant to a sale, condemnation or otherwise); provided,
however, that the Liquidation Fee paid in connection with the repurchase of a
Mortgage Loan by the related Seller pursuant to Section 2.3 shall be the expense
of the related Seller and shall not be the expense of the Trust. With respect to
each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or
more Mortgaged Properties, the reference to "REO Property" in the preceding
sentence shall be construed on a property-by-property basis to refer separately
to the acquired real property that is a successor to each of such Mortgaged
Properties, thereby entitling the Special Servicer to a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of, and
Condemnation Proceeds received in connection with, each such acquired property
as the Liquidation Proceeds related to that property are received. The Special
Servicer shall also be entitled to additional special servicing compensation of
an amount equal to the excess, if any, of the aggregate Prepayment Interest
Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans
which have received voluntary Principal Prepayments not from Liquidation
Proceeds or from modifications of Specially Serviced Mortgage Loans for each
Distribution Date over the aggregate Prepayment Interest Shortfalls for such
Mortgage Loans for such Distribution Date. If the Special Servicer resigns or is
terminated for any reason, it shall retain the right to receive any Work-Out
Fees payable on Mortgage Loans that became Rehabilitated Mortgage Loans while it
acted as Special Servicer and remained Rehabilitated Mortgage Loans at the time
of such resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

            (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw from the Certificate Account, the Special Servicer
Compensation in respect of each Mortgage Loan. The Special Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.

            (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, fees paid in connection with the change by
the Mortgagor (in the case of any Mortgage Loan with a Principal Balance in
excess of $10 million) of the related Mortgaged Property's management company or
(in the case of a hotel property) hotel franchise, 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
Special Servicer, to the extent not required to be deposited in the Certificate
Account pursuant to the terms of this Agreement. The Special Servicer shall also
be permitted to receive 50% of all assumption fees collected with respect to
Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in
Section 8.7(a) and 100% of all assumption fees collected with respect to
Mortgage Loans that are Specially Serviced Mortgage Loans as provided in Section
9.5(a). The Special Servicer shall also be entitled to receive 50% of all
Modification Fees collected with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loan as provided in Section 8.18(b) and 100% of all
Modification Fees collected with respect to Mortgage Loans that are Specially
Serviced Mortgage Loans as provided in Section 9.5(f). To the extent any
component of Special Servicer Compensation is in respect of amounts usually and
customarily paid by Mortgagors, the Special Servicer shall use reasonable good
faith efforts to collect such amounts from the related Mortgagor, and to the
extent so collected, in full or in part, the Special Servicer shall not be
entitled to compensation for the portion so collected therefor hereunder out of
the Trust.

            Section 9.12 Realization Upon Defaulted Mortgage Loans. (a) The
Special Servicer, in accordance with the Servicing Standard and subject to
Section 9.4(a) and Section 9.36, shall use its reasonable efforts to foreclose
upon, repossess or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Specially Serviced Mortgage Loans as come into
and continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments of such Mortgage Loan, the sale of such
Mortgage Loan in accordance with this Agreement or the modification of such
Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses unless the Special Servicer shall determine, consistent
with the Servicing Standard, (i) that such foreclosure will increase on a net
present value basis the Liquidation Proceeds of the Specially Serviced Mortgage
Loan to the Trust and (ii) that such Liquidation Expenses will be recoverable
from Liquidation Proceeds, and any such Servicing Advance by the Master Servicer
or the Trustee shall be subject to the determination(s) of recoverability
contemplated by Section 4.4.

            (b) The Special Servicer shall not acquire any personal property
relating to any Specially Serviced Mortgage Loan pursuant hereto unless either:

            (i) such personal property is incidental to real property (within
      the meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have received a Nondisqualification
      Opinion (the cost of which shall be reimbursed by the Trust) to the effect
      that the holding of such personal property by any REMIC will not cause the
      imposition of a tax on any REMIC Pool under the Code or cause any REMIC
      Pool to fail to qualify as a REMIC.

            (c) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not
otherwise acquire possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action the Trust would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA,
or any applicable comparable federal, state or local law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined in accordance with the Servicing Standard, based on a Phase I
Environmental Report prepared by a Person (who may be an employee or affiliate
of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the
case of multi-family mortgage loans and customary servicing practices in the
case of commercial loans for environmental assessments, which report shall be
delivered to the Trustee, that:

            (i) such Mortgaged Property is in compliance with applicable
      Environmental Laws or, if not, after consultation with an environmental
      expert that taking such actions as are necessary to bring the Mortgaged
      Property in compliance therewith is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions;

            (ii) taking such actions as are necessary to bring the Mortgaged
      Property in compliance with applicable Environmental Laws is reasonably
      likely to produce a greater recovery on a net present value basis than
      pursuing a claim under the Environmental Insurance Policy; and

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged Property relating to the use, management, disposal or
      release of any hazardous substances, hazardous materials, hazardous
      wastes, or petroleum-based materials for which investigation, testing,
      monitoring, removal, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that, if any such materials
      are present for which such action could be required, after consultation
      with an environmental expert taking such actions with respect to the
      affected Mortgaged Property is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions (after
      taking into account the projected costs of such actions); provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the extent that the cost thereof is a Servicing Advance of the Master
      Servicer pursuant to this Agreement, subject to the provisions of Section
      4.4 hereof.

            (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

            (e) If the Special Servicer determines, pursuant to Section 9.12(c),
that taking such actions as are necessary to bring any Mortgaged Property into
compliance with applicable Environmental Laws, or taking such actions with
respect to the containment, removal, clean-up or remediation of hazardous
substances, hazardous materials, hazardous wastes, or petroleum-based materials
affecting any such Mortgaged Property, is not reasonably likely to produce a
greater recovery on a net present value basis than not taking such actions
(after taking into account the projected costs of such actions) or than not
pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust, including, without limitation, releasing the lien of the related
Mortgage. If the Special Servicer determines that a material possibility exists
that Liquidation Expenses with respect to Mortgaged Property (taking into
account the cost of bringing it into compliance with applicable Environmental
Laws) would exceed the Principal Balance of the related Mortgage Loan, the
Special Servicer shall not attempt to bring such Mortgaged Property into
compliance and shall not acquire title to such Mortgaged Property unless it has
received the written consent of the Trustee to such action.

            Notwithstanding any provision of this Agreement to the contrary, the
Special Servicer shall not foreclose on any Mortgaged Property in anticipation
of pursuing a claim under the related Environmental Insurance Policy, unless the
Special Servicer shall have first reviewed such Environmental Insurance Policy.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

            Section 9.13 Foreclosure. In the event that the Trust obtains,
through foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

            The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust,
shall sell the REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to
Section 9.15, the Special Servicer shall manage, conserve, protect and operate
the REO Property for the holders of beneficial interests in the Trust solely for
the purpose of its prompt disposition and sale.

            Section 9.14 Operation of REO Property. (a) The Special Servicer
shall segregate and hold all funds collected and received in connection with the
operation of each REO Property separate and apart from its own funds and general
assets and shall establish and maintain with respect to each REO Property one or
more accounts held in trust for the benefit of the Certificateholders in the
name of "Wells Fargo Bank Minnesota, N.A., as Trustee for the Holders of Morgan
Stanley Dean Witter Capital I Inc. Commercial Mortgage Securities Inc.
Commercial Mortgage Pass-Through Certificates Series 2001-IQ" (each, an "REO
Account"), which shall be an Eligible Account. Amounts in any REO Account shall
be invested in Eligible Investments. The Special Servicer shall deposit all
funds received with respect to an REO Property in the applicable REO Account
within two days of receipt. The Special Servicer shall account separately for
funds received or expended with respect to each REO Property. All funds in each
REO Account may be invested only in Eligible Investments. The Special Servicer
shall notify the Trustee and the Master Servicer in writing of the location and
account number of each REO Account and shall notify the Trustee prior to any
subsequent change thereof.

            (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO Property, including, without limitation, the
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which
shall deposit the amount of such loss (to the extent not offset by income from
other investments) in the REO Account, out of its own funds immediately as
realized. If the Special Servicer deposits in any REO Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the REO Account, any provision herein to the contrary notwithstanding.

            (c) If the Trust acquires the Mortgaged Property, the Special
Servicer shall have full power and authority, in consultation with the Operating
Adviser, and subject to the specific requirements and prohibitions of this
Agreement, to do any and all things in connection therewith as are consistent
with the Servicing Standard, subject to the REMIC Provisions, and in such manner
as the Special Servicer deems to be in the best interest of the Trust, and,
consistent therewith, may advance from its own funds to pay for the following
items (which amounts shall be reimbursed by the Master Servicer or the Trust
subject to Sections 4.4 in accordance with Section 4.6(e)), to the extent such
amounts cannot be paid from REO Income:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that could result or have resulted in the imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain, operate, lease
      and sell such REO Property (other than capital expenditures).

            (d) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith;

            (ii) the terms of such contract shall be consistent with the
      provisions of Section 856 of the Code and Treasury Regulation Section
      1.856-4(b)(5);

            (iii) only to the extent consistent with (ii) above, any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor (A) pay all costs and expenses incurred in
      connection with the operation and management of such Mortgaged Property
      underlying the REO Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the provisions of this Section 9.14 relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations to the Trustee with respect to the operation and management of
      any such REO Property;

            (v) if the Independent Contractor is an Affiliate of the Special
      Servicer, the consent of the Operating Adviser and a Nondisqualification
      Opinion must be obtained; and

            (vi) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for the Trust pursuant to
this subsection (d) for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. All fees of the Independent Contractor (other
than fees paid for performing services within the ordinary duties of a Special
Servicer which shall be paid by the Special Servicer) shall be paid from the
income derived from the REO Property. To the extent that the income from the REO
Property is insufficient, such fees shall be advanced by the Master Servicer as
a Servicing Advance, subject to the provisions of Section 4.4 and Section 4.6(e)
hereof.

            (e) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the Special Servicer have received
an Opinion of Counsel (at the Trust's sole expense) to the effect that, under
the REMIC Provisions and any relevant proposed legislation, any income generated
for REMIC I by the REO Property would not result in the imposition of a tax upon
REMIC I or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery from the REO Property to the Certificateholders. The
Special Servicer shall notify the Trustee, the Paying Agent and the Master
Servicer of any election by it to incur such tax, and the Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,
pay from such account to the Paying Agent the amount of the applicable tax. The
Paying Agent shall file the applicable tax returns based on the information
supplied by the Special Servicer and pay the applicable tax from the amounts
collected by the Special Servicer.

            Subject to, and without limiting the generality of the foregoing,
the Special Servicer, on behalf of the Trust, shall not:

            (i) permit the Trust to enter into, renew or extend any New Lease
      with respect to the REO Property, if the New Lease by its terms will give
      rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on the REO Property,
      other than the completion of a building or other improvement thereon, and
      then only if more than ten percent of the construction of such building or
      other improvement was completed before default on the Mortgage Loan became
      imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other Person to Directly Operate, other than through an
      Independent Contractor, the REO Property on any date more than 90 days
      after the Acquisition Date; unless, in any such case, the Special Servicer
      has requested and received an Opinion of Counsel at the Trust's sole
      expense to the effect that such action will not cause such REO Property to
      fail to qualify as "foreclosure property" within the meaning of Section
      860G(a)(8) of the Code (without giving effect to the final sentence
      thereof) at any time that it is held by the applicable REMIC Pool, in
      which case the Special Servicer may take such actions as are specified in
      such Opinion of Counsel.

            Section 9.15 Sale of REO Property. (a) In the event that title to
any REO Property is acquired by the Trust in respect of any Specially Serviced
Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, the
Trustee or to its nominees. The Special Servicer, after notice to the Operating
Adviser, shall use its reasonable best efforts to sell any REO Property as soon
as practicable consistent with the objective of maximizing proceeds for all
Certificateholders, but in no event later than the end of the third calendar
year following the end of the year of its acquisition, and in any event prior to
the 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 Special Servicer shall continue to attempt to sell the REO
Property for its net present value for such period longer than the period
specified above as such Extension permits or (ii) the Special Servicer seeks and
subsequently receives, at the expense of the Trust, a Nondisqualification
Opinion, addressed to the Trustee and the Special Servicer, to the effect that
the holding by the Trust of such REO Property subsequent to the period specified
above after its acquisition will not result in the imposition of taxes on
"prohibited transactions" of a REMIC, as defined in Section 860F(a)(2) of the
Code, or cause any REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Trustee has not received an Extension or
such Opinion of Counsel and the Special Servicer is not able to sell such REO
Property within the period specified above, or if an Extension has been granted
and the Special Servicer is unable to sell such REO Property within the extended
time period, the Special Servicer shall, after consultation with the Operating
Adviser, before the end of such period or extended period, as the case may be,
auction the REO Property to the highest bidder (which may be the Special
Servicer) in accordance with the Servicing Standard; provided, however, that no
Interested Person shall be permitted to purchase the REO Property at a price
less than the Purchase Price; and provided, further, that if the Special
Servicer intends to bid on any REO Property, (i) the Special Servicer shall
notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at
the expense of the Trust an Appraisal of such REO Property (or internal
valuation in accordance with the procedures specified in Section 6.9) and (iii)
the Special Servicer shall not bid less than the fair market value set forth in
such Appraisal. The Depositor may not purchase REO Property at a price in excess
of the fair market value thereof.

            (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee, the Paying Agent and the Master Servicer
a statement of accounting for such REO Property, including without limitation,
(i) the Acquisition Date for the REO Property, (ii) the date of disposition of
the REO Property, (iii) the sale price and related selling and other expenses,
(iv) accrued interest (including interest deemed to have accrued) on the
Specially Serviced Mortgage Loan to which the REO Property related, calculated
from the Acquisition Date to the disposition date, (v) final property operating
statements, and (vi) such other information as the Trustee or the Paying Agent
may reasonably request in writing.

            (c) The Liquidation Proceeds from the final disposition of the REO
Property shall be deposited in the Certificate Account within one Business Day
of receipt.

            (d) Reserved

            Section 9.16 Realization on Collateral Security. In connection
with the enforcement of the rights of the Trust to any property securing any
Specially Serviced Mortgage Loan other than the related Mortgaged Property, the
Special Servicer shall consult with counsel to determine how best to enforce
such rights in a manner consistent with the REMIC Provisions and shall not,
based on a Nondisqualification Opinion addressed to the Special Servicer and the
Trustee (the cost of which shall be an expense of the Trust) take any action
that could result in the failure of any REMIC Pool to qualify as a REMIC while
any Certificates are outstanding, unless such action has been approved by a vote
of 100% of each Class of Certificateholders (including the Class R-I, Class R-II
and Class R-III Certificateholders).

            Section 9.17 Reserved.

            Section 9.18 Annual Officer's Certificate as to Compliance. The
Special Servicer shall deliver to the Paying Agent on or before noon (Eastern
Time) on March 31 of each calendar year (or March 30 if a leap year), commencing
in March 2002, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of the activities of the Special Servicer during the preceding
calendar year or portion thereof and of the performance of the Special Servicer
under this Agreement has been made under such officer's supervision and (B) to
the best of such officer's knowledge, based on such review, the Special Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. The Paying Agent shall deliver such Officer's
Certificate to the Master Servicer, the Depositor and the Trustee by April 7 of
each calendar year. The Special Servicer shall forward a copy of each such
statement to the Rating Agencies.

            Section 9.19 Annual Independent Accountants' Servicing Report. On or
before noon (Eastern Time) on March 31 of each calendar year (or March 30 if a
leap year), beginning with March 2002, the Special Servicer at its expense shall
cause a nationally recognized firm of Independent public accountants (who may
also render other services to the Special Servicer, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of the Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that each of the Master Servicer and
the Special Servicer shall not be required to cause the delivery of such
statement until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Report on Form 10-K is not required to be
filed in respect of the Trust Fund for the preceding calendar year. The Special
Servicer shall deliver such statement to the Depositor, each Rating Agency, the
Trustee and, upon request, the Operating Adviser by April 7 of each calendar
year or by April 30 of each calendar year if the statement is not delivered
until April 15.

            Section 9.20 Merger or Consolidation. Any Person into which the
Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Special
Servicer shall be a party, or any Person succeeding to the business of the
Special Servicer, shall be the successor of the Special Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the proviso in the
foregoing sentence are not met, the Trustee may terminate the Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

            Section 9.21 Resignation of Special Servicer. (a) Except as
otherwise provided in this Section 9.21, the Special Servicer shall not resign
from the obligations and duties hereby imposed on it unless it determines that
the Special Servicer's duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the
resignation of the Special Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Master Servicer, the Operating Adviser, and the
Trustee. No such resignation shall become effective until a successor servicer
designated by the Operating Adviser and the Trustee shall have (i) satisfied the
requirements that would apply pursuant to Section 9.20 hereof if a merger of the
Special Servicer had occurred, (ii) assumed the Special Servicer's
responsibilities and obligations under this Agreement and (iii) Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the Special Servicer to the Master Servicer and the Trustee.

            (b) The Special Servicer may resign from the obligations and duties
hereby imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations, responsibilities and covenants to be performed hereunder by the
Special Servicer on substantially the same terms and conditions, and for not
more than equivalent compensation as that herein provided, (ii) the successor
Special Servicer has assets of at least $15,000,000 and (iii) Rating Agency
Confirmation is obtained with respect to such resignation, as evidenced by a
letter from each Rating Agency delivered to the Trustee. Any costs of such
resignation and of obtaining a replacement Special Servicer shall be borne by
the Special Servicer and shall not be an expense of the Trust.

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

            (d) Upon any resignation of the Special Servicer, it shall retain
the right to receive any and all Work-Out Fees payable in respect of Mortgage
Loans that became Rehabilitated Mortgage Loans during the period that it acted
as Special Servicer and that were still Rehabilitated Mortgage Loans at the time
of such resignation (and the successor Special Servicer shall not be entitled to
any portion of such Work-Out Fees), in each case until such time (if any) as
such Mortgage Loan again becomes a Specially Serviced Mortgage Loan or are no
longer included in the Trust.

            Section 9.22 Assignment or Delegation of Duties by Special Servicer.
The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in
Section 9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer
and the Trustee notice of such assignment and delegation; (ii) such purchaser or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Special Servicer, with like effect as if
originally named as a party to this Agreement; (iii) the purchaser or transferee
has assets in excess of $15,000,000; (iv) such assignment and delegation is the
subject of a Rating Agency Confirmation; and (v) the Depositor consents to such
assignment and delegation, such consent not be unreasonably withheld.
Notwithstanding the above, the Special Servicer may appoint Sub-Servicers in
accordance with Section 9.3 hereof.

            Section 9.23 Limitation on Liability of the Special Servicer and
Others. (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders or the Trustee for any action taken or for refraining from
the taking of any action in good faith and using reasonable business judgment;
provided that this provision shall not protect the Special Servicer or any such
person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties hereunder or by reason of
negligent disregard of obligations and duties hereunder. The Special Servicer
and any director, officer, employee or agent of the Special Servicer may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the information and
reports delivered by or at the direction of the Master Servicer or any director,
officer, employee or agent of the Master Servicer) respecting any matters
arising hereunder. The Special Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Specially Serviced Mortgage Loans in accordance with this
Agreement; provided that the Special Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Specially Serviced Mortgage Loans, or shall undertake any such action if
instructed to do so by the Trustee. In such event, all legal expenses and costs
of such action (other than those that are connected with the routine performance
by the Special Servicer of its duties hereunder) shall be expenses and costs of
the Trust, and the Special Servicer shall be entitled to be reimbursed therefor
as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement,
the Special Servicer shall not be relieved from liability to, or entitled to
indemnification from, the Trust for any action taken by it at the direction of
the Operating Adviser which is in conflict with the Servicing Standard.

            (b) In addition, the Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgement made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

            (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer or the Trustee in this Agreement. The Trust shall
indemnify and hold harmless the Special Servicer from any and all claims,
liabilities, costs, charges, fees or other expenses which relate to or arise
from any such breach of representation, warranty or covenant to the extent such
amounts are not recoverable from the party committing such breach.

            (d) Except as otherwise specifically provided herein:

            (i) the Special Servicer may rely, and shall be protected in acting
      or refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) the Special Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) the Special Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) the Special Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper reasonably believed or
      in good faith believed by it to be genuine.

            (e) The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified by the Master Servicer, the
Trustee and the Paying Agent, as the case may be, and held harmless against any
loss, liability or expense including reasonable attorneys' fees incurred in
connection with any legal action relating to the Master Servicer's, the
Trustee's or the Paying Agent's, as the case may be, respective willful
misfeasance, bad faith or negligence in the performance of its respective duties
hereunder or by reason of negligent disregard by such Person of its respective
duties hereunder, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence in the performance of any of the
Special Servicer's duties hereunder or by reason of negligent disregard of the
Special Servicer's obligations and duties hereunder. The Special Servicer shall
promptly notify the Master Servicer, the Trustee and the Paying Agent if a claim
is made by a third party entitling the Special Servicer to indemnification
hereunder, whereupon the Master Servicer, the Trustee or the Paying Agent, in
each case, to the extent the claim was made in connection with its willful
misfeasance, bad faith or negligence, shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Special Servicer). Any failure to
so notify the Master Servicer, the Trustee or the Paying Agent shall not affect
any rights the Special Servicer may have to indemnification hereunder or
otherwise, unless the interest of the Master Servicer, the Trustee or the Paying
Agent is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the Special Servicer. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Special
Servicer hereunder. Any payment hereunder made by the Master Servicer, the
Trustee or the Paying Agent, as the case may be, pursuant to this paragraph to
the Special Servicer shall be paid from the Master Servicer's, the Trustee's or
the Paying Agent's, as the case may be, own funds, without reimbursement from
the Trust therefor, except achieved through subrogation as provided in this
Agreement. Any expenses incurred or indemnification payments made by the
Trustee, the Paying Agent or the Master Servicer shall be reimbursed by the
party so paid if a court of competent jurisdiction makes a final judgment that
the conduct of the Trustee, the Paying Agent or the 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
wilfull misfeasance, bad faith or negligence.

            Section 9.24 Indemnification; Third-Party Claims. (a) The Special
Servicer and any director, officer, employee or agent of the Special Servicer
shall be indemnified by the Trust, and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to (i) this Agreement, and (ii) any action taken by
the Special Servicer in accordance with the instruction delivered in writing to
the Special Servicer by the Trustee or the Master Servicer pursuant to any
provision of this Agreement in each case and the Special Servicer and each of
its directors, officers, employees and agents shall be entitled to
indemnification from the Trust for any loss, liability or expense (including
attorneys' fees) incurred in connection with the provision by the Special
Servicer of any information included by the Special Servicer in the report
required to be provided by the Special Servicer pursuant to this Agreement,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of negligent disregard of obligations and duties hereunder. The
Special Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Special Servicer) and the Trust shall pay, from
amounts on deposit in the Certificate Account pursuant to Section 5.2, all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

            (b) The Special Servicer agrees to indemnify the Trust, and the
Trustee, the Depositor, the Master Servicer, the Paying Agent and any director,
officer, employee or agent or Controlling Person of the Trustee, the Depositor
and the Master Servicer, and hold them harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that the Trust or the
Trustee, the Depositor, the Paying Agent or the Master Servicer may sustain
arising from or as a result of the willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder by the Special Servicer. The Trustee, the
Depositor, the Paying Agent or the Master Servicer shall immediately notify the
Special Servicer if a claim is made by a third party with respect to this
Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the
Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may
be, to indemnification hereunder, whereupon the Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the
Special Servicer shall not affect any rights the Trust or the Trustee, the
Depositor, the Paying Agent or the Master Servicer may have to indemnification
under this Agreement or otherwise, unless the Special Servicer's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the Special Servicer, the Paying Agent or the Trustee. Any
expenses incurred or indemnification payments made by the Special Servicer shall
be reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Special Servicer was not
culpable or found to have acted with willful misfeasance, bad faith or
negligence.

            (c) The initial Special Servicer and the Depositor expressly agree
that the only information furnished by or on behalf of the Special Servicer for
inclusion in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement is the information set forth in the paragraph under the caption
"SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.

            Section 9.25 Reserved.

            Section 9.26 Special Servicer May Own Certificates. The Special
Servicer or any agent of the Special Servicer in its individual capacity or in
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if they were not the Special Servicer or such agent. Any
such interest of the Special Servicer or such agent in the Certificates shall
not be taken into account when evaluating whether actions of the Special
Servicer are consistent with its obligations in accordance with the Servicing
Standard regardless of whether such actions may have the effect of benefiting
the Class or Classes of Certificates owned by the Special Servicer.

            Section 9.27 Tax Reporting. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

            Section 9.28 Application of Funds Received. It is anticipated that
the Master Servicer will be collecting all payments with respect to the Mortgage
Loans (other than payments with respect to REO Income). If, however, the Special
Servicer should receive any payments with respect to any Mortgage Loan (other
than REO Income) it shall, within one Business Day of receipt from the Mortgagor
or otherwise of any amounts attributable to payments with respect to or the sale
of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any, (but not
including REO Income, which shall be deposited in the applicable REO Account as
provided in Section 9.14 hereof), either, (i) forward such payment (endorsed, if
applicable, to the order of the Master Servicer), to the Master Servicer, or
(ii) deposit such amounts, or cause such amounts to be deposited, in the
Certificate Account. The Special Servicer shall notify the Master Servicer of
each such amount received on or before the date required for the making of such
deposit or transfer, as the case may be, indicating the Mortgage Loan or
Specially Serviced Mortgage Loan to which the amount is to be applied and the
type of payment made by or on behalf of the related Mortgagor.

            Section 9.29 Compliance with REMIC Provisions. The Special Servicer
shall act in accordance with this Agreement and the provisions of the Code
relating to REMICs in order to create or maintain the status of any REMIC Pool
as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
Pool to take any action that would (i) endanger the status of any REMIC as a
REMIC under the Code or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Master Servicer
and the Trustee have received a Nondisqualification Opinion (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such tax.
The Special Servicer shall comply with the provisions of Article XII hereof.

            Section 9.30 Termination. (a) The obligations and responsibilities
of the Special Servicer created hereby (other than the obligation of the Special
Servicer to make payments to the Master Servicer as set forth in Section 9.28
and the obligations of the Special Servicer pursuant to Sections 9.8 and 9.24
hereof) shall terminate on the date which is the earliest of (i) the later of
(A) the final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to the Special Servicer that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of the Special Servicer effected pursuant to and in accordance with
Section 9.21.

            (b) The Trustee may terminate the Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the Master Servicer, the Paying Agent or the Depositor within
one (1) Business Day following the date such amount was required to have been
remitted under the terms of this Agreement, (ii) the Special Servicer has failed
to deposit into any account any amount required to be so deposited or remitted
under the terms of this Agreement which failure continues unremedied for one
Business Day following the date on which such deposit or remittance was first
required to be made; (iii) the Special Servicer has failed to duly observe or
perform in any material respect any of the other covenants or agreements of the
Special Servicer set forth in this Agreement, and the Special Servicer has
failed to remedy such failure within thirty (30) days after written notice of
such failure, requiring the same to be remedied, shall have been given to the
Special Servicer by the Depositor or the Trustee, provided, however, that if the
Special Servicer certifies to the Trustee and the Depositor that the Special
Servicer is in good faith attempting to remedy such failure, and the
Certificateholders would not be affected thereby, such cure period will be
extended to the extent necessary to permit the Special Servicer to cure such
failure; provided, however, that such cure period may not exceed 90 days; (iv)
the Special Servicer has made one or more false or misleading representations or
warranties herein that materially and adversely affects the interest of any
Class of Certificates, and has failed to cure such breach within thirty (30)
days after notice of such breach, requiring the same to be remedied, shall have
been given to the Special Servicer by the Depositor or the Trustee, provided,
however, that if the Special Servicer certifies to the Trustee and the Depositor
that the Special Servicer is in good faith attempting to remedy such failure,
such cure period may be extended to the extent necessary to permit the Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (v) the Trustee shall receive notice from Fitch to the effect
that the continuation of the Special Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Fitch
to any Class of Certificates; (vi) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Special Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; (vii) the Special Servicer
shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to the
Special Servicer or of or relating to all or substantially all of its property;
or (viii) the Special Servicer thereof shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of
any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing; or
(ix) the Special Servicer receives actual knowledge that Moody's has (A)
qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates, or (B) placed one or more Classes of Certificates on "watch
status" in contemplation of a rating downgrade or withdrawal (and such "watch
status" placement shall not have been withdrawn by Moody's within 60 days of the
date that the Special Servicer obtained such actual knowledge) and, in the case
of either of clauses (A) or (B), citing servicing concerns with the Special
Servicer as the sole or material factor in such rating action. Such termination
shall be effective on the date after the date of any of the above events that
the Trustee specifies in a written notice to the Special Servicer specifying the
reason for such termination. The Operating Adviser shall have the right to
appoint a successor if the Trustee terminates the Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate the Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall have received Rating Agency Confirmation from
each Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this subsection (c) until a
successor Special Servicer shall have been appointed. The Operating Adviser
shall pay any costs and expenses incurred by the Trust in connection with the
removal and appointment of a Special Servicer (unless such removal is based on
any of the events or circumstances set forth in Section 9.30(b)).

            Section 9.31 Procedure Upon Termination. (a) Notice of any
termination pursuant to clause (i) of Section 9.30(a), specifying the
Distribution Date upon which the final distribution shall be made, shall be
given promptly by the Special Servicer to the Trustee and the Paying Agent no
later than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month in
which the final Distribution Date will occur. Upon any such termination, the
rights and duties of the Special Servicer (other than the rights and duties of
the Special Servicer pursuant to Sections 9.8, 9.21, 9.23 and 9.24 hereof) shall
terminate and the Special Servicer shall transfer to the Master Servicer the
amounts remaining in each REO Account and shall thereafter terminate each REO
Account and any other account or fund maintained with respect to the Specially
Serviced Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all
authority, power and rights of the Special Servicer under this Agreement,
whether with respect to the Specially Serviced Mortgage Loans or otherwise,
shall terminate; provided that in no event shall the termination of the Special
Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer,
notified the Special Servicer of such designation, and such successor Special
Servicer shall have assumed the Special Servicer's obligations and
responsibilities, as set forth in an agreement substantially in the form hereof,
with respect to the Specially Serviced Mortgage Loans. The Trustee or other
successor Special Servicer may not succeed the Special Servicer as Special
Servicer until and unless it has satisfied the provisions that would apply to a
Person succeeding to the business of the Special Servicer pursuant to Section
9.20 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination. The Special Servicer agrees to cooperate with the Trustee in
effecting the termination of the Special Servicer's responsibilities and rights
hereunder as Special Servicer including, without limitation, providing the
Trustee all documents and records in electronic or other form reasonably
requested by it to enable the successor Special Servicer designated by the
Trustee to assume the Special Servicer's functions hereunder and to effect the
transfer to such successor for administration by it of all amounts which shall
at the time be or should have been deposited by the Special Servicer in any REO
Account and any other account or fund maintained or thereafter received with
respect to the Specially Serviced Mortgage Loans.

            (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
after receipt of such written notice of termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
Special Servicer) solicit good faith bids for the rights to be appointed as
Special Servicer under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified Bidders cannot be located, then from as
many persons as the Trustee can determine are Qualified Bidders. At the
Trustee's request, the Special Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids. In no event shall the Trustee be
responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans under this Agreement.

            (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing right
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Special Servicer
the amount of such cash bid received from the Successful Bidder (net of
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Special Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

            (f) If the Successful Bidder has not entered into this Agreement as
successor Special within 30 days after the termination of the Special Servicer
hereunder or no Successful Bidder was identified within such 30-day period, the
Trustee shall have no further obligations under Section 9.31(c) and may act or
may select another successor to act as Special Servicer hereunder in accordance
with Section 9.31(b).

            Section 9.32 Certain Special Servicer Reports. (a) The Special
Servicer, for each Specially Serviced Mortgage Loan, shall provide to the Master
Servicer and the Paying Agent on or prior to the Determination Date for each
month, the CMSA Reports in such electronic format as is mutually acceptable to
the Master Servicer and the Special Servicer and in CMSA format. The Master
Servicer and the Paying Agent may use such reports or information contained
therein to prepare its reports and the Master Servicer may, at its option,
forward such reports directly to the Depositor and the Rating Agencies.

            (b) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the Master Servicer no
later than the tenth Business Day following such Final Recovery Determination.

            (c) The Special Servicer shall provide to the Master Servicer or the
Paying Agent at the reasonable request in writing of the Master Servicer or the
Paying Agent, any information in its possession with respect to the Specially
Serviced Mortgage Loans which the Master Servicer or Paying Agent, as the case
may be, shall require in order for the Master Servicer or the Paying Agent to
comply with its obligations under this Agreement; provided that the Special
Servicer shall not be required to take any action or provide any information
that the Special Servicer determines will result in any material cost or expense
to which it is not entitled to reimbursement hereunder or will result in any
material liability for which it is not indemnified hereunder. The Master
Servicer will provide the Special Servicer at the reasonable request of the
Special Servicer any information in its possession with respect to the Mortgage
Loans which the Special Servicer shall require in order for the Special Servicer
to comply with its obligations under this Agreement.

            (d) Not later than 20 days after each Special Servicer Remittance
Date, the Special Servicer shall forward to the Master Servicer a statement
setting forth the status of each REO Account as of the close of business on such
Special Servicer Remittance Date, stating that all remittances required to be
made by it as required by this Agreement to be made by the Special Servicer have
been made (or, if any required distribution has not been made by the Special
Servicer, specifying the nature and status thereof) and showing, for the period
from the day following the preceding Special Servicer Remittance Date to such
Special Servicer Remittance Date, the aggregate of deposits into and withdrawals
from each REO Account for each category of deposit specified in Section 5.1 of
this Agreement and each category of withdrawal specified in Section 5.2 of this
Agreement.

            (e) The Special Servicer shall use reasonable efforts to obtain and,
to the extent obtained, to deliver to the Master Servicer, the Paying Agent, the
Rating Agencies and the Operating Adviser, on or before April 15 of each year,
commencing with April 15, 2002, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each Mortgaged Property covered by
the operating statements delivered above.

            (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

            (g) The Special Servicer shall deliver a written Inspection Report
of each Specially Serviced Mortgage Loan in accordance with Section 9.4(b) to
the Operating Adviser.

            (h) The Special Servicer shall provide, as soon as practicable after
a Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master
Servicer its estimate of the net recoverable amount to the Certificateholders
and anticipated expenses in connection therewith (and a general description of
the plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.

            Section 9.33 Special Servicer to Cooperate with the Master Servicer
and Paying Agent. (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
Master Servicer, the Trustee or the Paying Agent to enable it to perform its
duties under this Agreement, as applicable; provided that no such request shall
(i) require or cause the Special Servicer to violate the Code, any provision of
this Agreement, including the Special Servicer's obligation to act in accordance
with the servicing standards set forth in this Agreement and to maintain the
REMIC status of any REMIC Pool or (ii) expose the Special Servicer, the Trust,
the Paying Agent or the Trustee to liability or materially expand the scope of
the Special Servicer's responsibilities under this Agreement. In addition, the
Special Servicer shall notify the Master Servicer of all expenditures incurred
by it with respect to the Specially Serviced Mortgage Loans which are required
to be made by the Master Servicer as Servicing Advances as provided herein,
subject to the provisions of Section 4.4 hereof. The Special Servicer shall also
remit all invoices relating to Servicing Advances promptly upon receipt of such
invoices.

            (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

            (i) whether the foreclosure of a Mortgaged Property relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if the Special Servicer elects to proceed with a foreclosure,
      whether a deficiency judgment should or should not be sought because the
      likely recovery will or will not be sufficient to warrant the cost, time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale" clause
      or "due-on-encumbrance" clause contained in a Mortgage Loan or a Specially
      Serviced Mortgage Loan is in the best economic interest of the Trust;

            (iv) in connection with entering into an assumption agreement from
      or with a person to whom a Mortgaged Property securing a Specially
      Serviced Mortgage Loan has been or is about to be conveyed, or to release
      the original Mortgagor from liability upon a Specially Serviced Mortgage
      Loan and substitute a new Mortgagor, and whether the credit status of the
      prospective new Mortgagor is in compliance with the Special Servicer's
      regular commercial mortgage origination or servicing standard;

            (v) in connection with the foreclosure on a Specially Serviced
      Mortgage Loan secured by a Mortgaged Property which is not in compliance
      with CERCLA, or any comparable environmental law, whether it is in the
      best economic interest of the Trust to bring the Mortgaged Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed modification (which shall include
      any proposed release, substitution or addition of collateral), extension,
      waiver, amendment, discounted payoff or sale of a Mortgage Loan, prepare a
      summary of such proposed action and an analysis of whether or not such
      action is reasonably likely to produce a greater recovery on a present
      value basis than liquidation of such Mortgage Loan; such analysis shall
      specify the basis on which the Special Servicer made such determination,
      including the status of any existing material default or the grounds for
      concluding that a payment default is imminent.

            Section 9.34 Reserved.

            Section 9.35 Reserved.

            Section 9.36 Sale of Defaulted Mortgage Loans. (a) 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 Special Servicer (in such capacity, together with any assignee,
the "Option Holder") shall, in that order, have the right, at its option (the
"Option"), to purchase a Mortgage Loan from the Trust at a price equal to the
Option Purchase Price upon receipt of notice from the Special Servicer that such
Mortgage Loan has become at least 60 days delinquent as to any monthly debt
service payment (or is delinquent as to its Balloon Payment). The Option is
exercisable 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). Any Option Holder that exercises
the Option shall be required to purchase the applicable Mortgage Loan within 4
Business Days of such exercise. If any Option Holder desires to waive its right
to exercise the Option, then it shall so notify the Trustee in writing, and the
Trustee shall promptly notify the next party eligible to hold the Option set
forth above of its rights hereunder. Any of the other parties eligible to hold
the Option set forth above may at any time notify the Trustee in writing of its
desire to exercise the Option, and the Trustee shall promptly notify the current
Option Holder (and the other parties eligible to hold the Option) of such
party's desire to exercise the Option. If the Option Holder neither (i)
exercises the Option nor (ii) surrenders its right to exercise the Option within
3 Business Days of its receipt of that notice, then the Option Holder's right to
exercise the Option shall lapse, and the Trustee shall promptly notify the next
party eligible to hold the Option (and the other parties eligible to hold the
Option) of its rights thereunder.

            (b) The Option Purchase Price shall be an amount equal to the fair
market value of the related Mortgage Loan, as determined by the Special
Servicer. Prior to the Special Servicer's determination of fair market value
referred to above, the fair market 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 Special Servicer, the Master
Servicer and the Trustee incurred in connection with the sale of the Mortgage
Loan. The Special Servicer shall determine the fair market 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 Special Servicer's receipt of the
Servicer Mortgage File relating to such Mortgage Loan, and the Special Servicer
shall promptly notify the Option Holder (and the Trustee and each of the other
parties set forth above that could become the Option Holder) of the Option
Purchase Price. The Special Servicer is required to recalculate the fair market
value of the Mortgage Loan if there has been a material change in circumstances
or the Special Servicer has received new information (including the receipt of a
third party bid to purchase the Option), either of which has a material effect
on the fair market value, provided that the Special Servicer shall be required
to recalculate the fair market value of the Mortgage Loan if the time between
the date of last determination of the fair market value of the Mortgage Loan and
the date of the exercise of the Option has exceeded 60 days. Upon any
recalculation, the 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 market 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 market value, the Special
Servicer shall take into account, among other factors, the results of any
appraisal or updated appraisal that it or the Master Servicer may have obtained
in accordance with this Agreement within the prior twelve (12) months; any views
on fair market value expressed by investors in mortgage loans comparable to the
Mortgage Loan (provided that the 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 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 Special Servicer were to pursue a
workout or foreclosure strategy instead of the Option being exercised; and the
Trust's obligation to dispose of any REO Property as soon as practicable
consistent with the objective of maximizing proceeds for all Certificateholders,
but in no event later than the three-year period (or such extended period)
specified in Section 9.15.

            (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of notice from the Special Servicer that an Option is exercisable with respect
to a specified Mortgage Loan, and upon such assignment such third party shall
have all of the rights granted to the Option Holder hereunder in respect of the
Option. Such assignment shall only be effective upon written notice (together
with a copy of the executed assignment and assumption agreement) being delivered
to the Trustee, the Master Servicer and the Special Servicer, and none of such
parties shall be obligated to recognize any entity as an Option Holder absent
such notice.

            (d) If the 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 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
Special Servicer shall redetermine the fair market 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, or (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off).

            (f) Unless and until an Option Holder exercises an Option, the
Special Servicer shall continue to service and administer the related Mortgage
Loan in accordance with the Servicing Standard and this Agreement.

            Section 9.37 Operating Adviser; Elections. (a) In accordance with
Section 9.37(c), the Certificateholders representing more than 50% of the
Certificate Balance of the Certificates of the then Controlling Class may elect
the operating adviser (the "Operating Adviser"). The Operating Adviser shall be
elected for the purpose of receiving reports and information from the Special
Servicer in respect of the Specially Serviced Mortgage Loans.

            (b) The initial Operating Adviser is GMAC Institutional Advisors, a
wholly-owned subsidiary of GMAC Commercial Mortgage Corporation. The Controlling
Class shall give written notice to the Trustee, the Paying Agent and the Master
Servicer of the appointment of any subsequent Operating Adviser (in order to
receive notices hereunder). If a subsequent Operating Adviser is not so
appointed, an election of an Operating Adviser also shall be held. Notice of the
meeting of the Holders of the Controlling Class shall be mailed or delivered to
each Holder by the Paying Agent, not less than 10 nor more than 60 days prior to
the meeting. The notice shall state the place and the time of the meeting, which
may be held by telephone. A majority of Certificate Balance of the Certificates
of the then Controlling Class, present in person or represented by proxy, shall
constitute a quorum for the nomination of an Operating Adviser. At the meeting,
each Holder shall be entitled to nominate one Person to act as Operating
Adviser. The Paying Agent shall cause the election of the Operating Adviser to
be held as soon thereafter as is reasonably practicable.

            (c) Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Operating Adviser. The voting in
each election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the Operating Adviser. Until an
Operating Adviser is elected by Holders of Certificates representing more than
50% of the Certificate Balance of the Certificates of the then Controlling Class
or in the event that an Operating Adviser shall have resigned or been removed
and a successor Operating Adviser shall not have been elected, there shall be no
Operating Adviser.

            (d) Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

            (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

            Section 9.38 Limitation on Liability of Operating Adviser. The
Operating Adviser shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, in good
faith and using reasonable business judgment pursuant to this Agreement, or
using reasonable business judgment. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.

            Section 9.39 Duties of Operating Adviser. The Operating Adviser may
advise, and receive notice from, the Special Servicer, but is not required to do
so on any of the following actions:

            (i) any foreclosure upon or comparable conversion (which may include
      acquisition of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification of a Money Term of a Mortgage Loan other than
      a modification consisting of the extension of the original Maturity Date
      of a Mortgage Loan for two years or less;

            (iii) with respect to notice only, any proposed sale of a Defaulted
      Mortgage Loan, pursuant to Section 9.36;

            (iv) any determination to bring an REO Property into compliance with
      Environmental Laws;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan not expressly permitted under such Mortgage Loan;

            (vi) any acceptance of a discounted payoff;

            (vii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            (viii) any acceptance of an assumption agreement releasing a
      Mortgagor from liability under a Mortgage Loan; and

            (ix) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of or upon satisfaction of
      such Mortgage Loan).

            With respect to items (vii), (viii) and (ix), the Operating Adviser
shall be subject to the same time periods for advising the Special Servicer with
respect to any such matters as are afforded to the Special Servicer pursuant to
Section 8.7, which periods shall be co-terminous with those of the Special
Servicer. In addition, the Operating Adviser may direct the Trustee to remove
the Special Servicer at any time upon the appointment and acceptance of such
appointment by a successor to the Special Servicer; provided that, prior to the
effectiveness of any such appointment, the Trustee and the Paying Agent shall
have received Rating Agency Confirmation from each Rating Agency. The Operating
Adviser shall pay any costs and expenses incurred by the Trust in connection
with the removal and appointment of a Special Servicer (unless such removal is
based on any of the events or circumstances set forth in Section 9.30(b)). The
Trustee shall notify the Paying Agent promptly upon its receipt of the direction
set forth above.

                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1 Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans. (a) The obligations and responsibilities of the Trustee and
the Paying Agent created hereby (other than the obligation of the Paying Agent,
to make payments to the Class R-I Certificateholders, the Class R-II
Certificateholders and REMIC III Certificateholders as set forth in Section 10.2
and other than the obligations in the nature of information or tax reporting)
shall terminate on the earliest of (i) the later of (A) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust (and final
distribution to the Certificateholders) and (B) the disposition of all REO
Property (and final distribution to the Certificateholders) or (ii) the sale of
the property held by the Trust in accordance with Section 10.1(b) or (iii) the
termination of the Trust pursuant to Section 10.1(c) below; provided that in no
event shall the Trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the United States to the Court of St. James, living on the
date hereof.

            (b) The Master Servicer shall give the Trustee and the Paying Agent
notice of the date when the 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 one percent (1%) of the initial Aggregate Certificate
Balance of the Certificates as of the Cut-Off Date. The Trustee shall promptly
forward such notice to the Depositor, the Master Servicer, the Special Servicer
and the Holders of the Class R-I Certificates, and the Master Servicer, the
Special Servicer and the Holders of the Class R-I Certificates, in such priority
(and in the case of the Class R-I Certificateholders, a majority of the Class
R-I Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust. If any party desires to exercise
such option, it will notify the Trustee who will notify any party with a prior
right to exercise such option. If any party that has been provided notice by the
Trustee (excluding the Depositor) notifies the Trustee within ten Business Days
after receiving notice of the proposed purchase that it wishes to purchase the
assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the Master Servicer for the
benefit of the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the Master Servicer, as the case may be, the Mortgage Files
pertaining to the Mortgage Loans. The "Termination Price" shall equal 100% of
the aggregate Principal Balances of the Mortgage Loans (other than Mortgage
Loans as to which a Final Recovery Determination has been made) on the day of
such purchase plus accrued and unpaid interest thereon at the applicable
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the
Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due
Date for each Mortgage Loan ending in the Collection Period with respect to
which such purchase occurs, plus unreimbursed Advances and interest on such
unreimbursed Advances at the Advance Rate, and the fair market value of any
other property remaining in REMIC I. The Trustee shall consult with the
Placement Agents and the Underwriters or their respective successors, as
advisers, in order for the Trustee to determine whether the fair market value of
the property constituting the Trust has been offered; provided that, if any
Placement Agent or any Underwriter or an Affiliate of the Placement Agent or the
Underwriters is exercising its right to purchase the Trust assets, the Trustee
shall consult with the Operating Adviser in order for the Trustee to determine
the fair market value, provided that the Operating Adviser is not an Affiliate
of the Class R-I Holder, the Special Servicer or the Master Servicer, or the
Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the Master Servicer, as the case may be, must deliver to the Trustee
an Opinion of Counsel, which shall be at the expense of such Holders, the
Special Servicer or the Master Servicer, as the case may be, stating that such
termination will be a "qualified liquidation" under section 860F(a)(4) of the
Code. Such purchase shall be made in accordance with Section 10.3.

            (c) If at any time the Holders of the Class R-I Certificates own
100% of the REMIC III Certificates such Holders may terminate REMIC I (which
will in turn result in the termination of REMIC II and REMIC III) upon (i) the
delivery to the Trustee and the Depositor of an Opinion of Counsel (which
opinion shall be at the expense of such Holders) stating that such termination
will be a "qualified liquidation" of each REMIC under Section 860F of the Code,
and (ii) the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

            Section 10.2 Procedure Upon Termination of Trust. (a) Notice of any
termination pursuant to the provisions of Section 10.1, specifying the
Distribution Date upon which the final distribution shall be made, shall be
given promptly by the Trustee by first class mail to the Paying Agent, the
Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders
mailed no later than ten days prior to the date of such termination. Such notice
shall specify (A) the Distribution Date upon which final distribution on the
Class R-I, Class R-II and REMIC III Certificates will be made, and upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall terminate and the Trustee shall terminate, or
request the Master Servicer and the Paying Agent to terminate, the Certificate
Account and the Distribution Account and any other account or fund maintained
with respect to the Certificates, subject to the Paying Agent's obligation
hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III
Certificateholders in trust without interest pending such payment.

            (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for
cancellation within three months after the time specified in the above-mentioned
written notice, the Certificate Registrar shall give a second written notice to
the remaining Class R-I, Class R-II and REMIC III Certificateholders to
surrender their certificates evidencing the Class R-I, Class R-II and REMIC III
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice any Class R-I, Class R-II
and REMIC III Certificates shall not have been surrendered for cancellation, the
Certificate Registrar may take appropriate steps to contact the remaining Class
R-I, Class R-II and REMIC III Certificateholders concerning surrender of such
certificates, and the cost thereof shall be paid out of the amounts
distributable to such Holders. If within two years after the second notice any
such Class R-I, Class R-II and REMIC III Certificates shall not have been
surrendered for cancellation, the Paying Agent shall, subject to applicable
state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any amount
held by the Trustee and not distributed to a Class R-I, Class R-II and REMIC III
Certificateholders due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMIC Pools
and shall be beneficially owned by the related Holder.

            Section 10.3 Additional Trust Termination Requirements. (a) The
Trust and each REMIC shall be terminated in accordance with the following
additional requirements, unless at the request of the Master Servicer or the
Class R-I Certificateholders, as the case may be, the Trustee seeks, and the
Paying Agent subsequently receives an Opinion of Counsel (at the expense of the
Master Servicer or the Class R-I Certificateholders, as the case may be),
addressed to the Depositor, the Trustee and the Paying Agent to the effect that
the failure of the Trust to comply with the requirements of this Section 10.3
will not (i) result in the imposition of taxes on "prohibited transactions" on
any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail
to qualify as a REMIC at any time that any Certificates are outstanding:

            (i) Within 89 days prior to the time of the making of the final
      payment on the REMIC III Certificates the Trustee shall prepare and (on
      behalf of the REMIC I, REMIC II or REMIC III) shall adopt a plan of
      complete liquidation of the REMIC I Pool, meeting the requirements of a
      qualified liquidation under the REMIC Provisions, which plan need not be
      in any special form and the date of which, in general, shall be the date
      of the notice specified in Section 10.2(a) and shall be specified in a
      statement attached to the federal income tax return of each REMIC Pool;

            (ii) At or after the date of adoption of such a plan of complete
      liquidation and at or prior to the time of making of the final payment on
      the REMIC III Certificates, the Trustee shall sell all of the assets of
      the Trust for cash at the Termination Price; provided that if the Holders
      of the Class R-I Certificates are purchasing the assets of the Trust, the
      amount to be paid by such Holders may be paid net of the amount to be paid
      to such Holders as final distributions on any Certificates held by such
      Holders;

            (iii) At the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, (A) to the Holders of the Class R-I Certificates
      all assets of REMIC I remaining after such final payment of the REMIC I
      Regular Interests, (B) to the Holders of the Class R-II Certificates all
      remaining assets of REMIC II after such final payment of the REMIC II
      Regular Interests and (C) to the Holders of the Class R-III Certificates
      all remaining assets of REMIC III (in each case other than cash retained
      to meet claims), and the Trust shall terminate at that time; and

            (iv) In no event may the final payment on the REMIC I Regular
      Interests, REMIC II Regular Interests or REMIC Regular Certificates or the
      final distribution or credit to the Holders of the Residual Certificates,
      respectively, be made after the 89th day from the date on which the plan
      of complete liquidation is adopted.

            (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            The provisions of this Article XI shall apply to each of the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC Regular Certificateholders
and Residual Certificateholders to the extent appropriate.

            Section 11.1 Limitation on Rights of Holders. (a) The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.

            (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 11.2 Access to List of Holders. (a) If the Paying Agent is
not acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee and the Paying Agent, within fifteen days
after receipt by the Certificate Registrar of a request by the Trustee or the
Paying Agent, as the case may be, in writing, a list, in such form as the
Trustee or the Paying Agent, as the case may be, may reasonably require, of the
names and addresses of the Certificateholders of each Class as of the most
recent Record Date.

            (b) If the Depositor, the Operating Adviser, the Special Servicer,
the Master Servicer, the Trustee or three or more Holders (hereinafter referred
to as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

            (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicer and the Trustee that neither the Depositor, the Certificate Registrar,
the Paying Agent, the Master Servicer nor the Trustee shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

            Section 11.3 Acts of Holders of Certificates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Depositor and 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 ADMINISTRATION

            The provisions of this Article XII shall apply to each REMIC Pool.

            Section 12.1 REMIC Administration. (a) An election will be made by
the Paying Agent on behalf of the Trustee to treat the segregated pool of assets
consisting of the Mortgage Loans, such amounts as shall from time to time be
held in the Certificate Account and the Distribution Account, the Insurance
Policies and any REO Properties as a REMIC (REMIC I) under the Code. 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. The Trustee and the Paying Agent shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any of the
REMICs other than the REMIC I Regular Interests, the REMIC II Regular Interests,
the REMIC Regular Certificates and the Residual Certificates.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC (REMIC II)
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC II
Interests are issued. For the purposes of such election, the REMIC II Regular
Interests shall be designated as the "regular interests" in REMIC II and the
Class R-II Certificates shall be designated as the sole class of the "residual
interests" in REMIC II.

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC (REMIC
III) under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class A-3, Class X-1, Class X-2, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class
O Certificates shall be designated as the "regular interests" in REMIC III and
the Class R-III Certificates shall be designated as the sole class of "residual
interests" in REMIC III.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            (c) The Paying Agent shall pay all routine tax related expenses (not
including any taxes, however denominated, including any additions to tax,
penalties and interest) of each REMIC Pool, excluding any professional fees or
extraordinary expenses related to audits or any administrative or judicial
proceedings with respect to each REMIC Pool that involve the Internal Revenue
Service or state tax authorities.

            (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing and filing such returns
shall be borne by the Paying Agent, except that if additional state tax returns
are required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee and the Paying Agent for any liability or
assessment against any of them or cost or expense (including attorneys' fees)
incurred by them resulting from any error resulting from bad faith, negligence,
or willful malfeasance of the Depositor in providing any information for which
the Depositor is responsible for preparing. The Master Servicer and the Special
Servicer shall indemnify the Trustee, the Paying Agent and the Depositor for any
liability or assessment against the Trustee, the Depositor, the Paying Agent or
any REMIC Pool and any expenses incurred in connection with such liability or
assessment (including attorneys' fees) resulting from any error in any of such
tax or information returns resulting from errors in the information provided by
the Master Servicer or the Special Servicer, as the case may, be or caused by
the negligence, willful misconduct or bad faith of the Master Servicer or the
Special Servicer, as the case may be. The Paying Agent shall indemnify the
Master Servicer, the Depositor or any REMIC Pool for any expense incurred by the
Master Servicer, the Depositor and any REMIC Pool resulting from any error in
any of such tax or information returns resulting from errors in the preparation
of such returns caused by the negligence, willful misconduct or bad faith of the
Paying Agent. Each indemnified party shall immediately notify the indemnifying
party or parties of the existence of a claim for indemnification under this
Section 12.1(e), and provide the indemnifying party or parties, at the expense
of such indemnifying party or parties, an opportunity to contest the tax or
assessment or expense giving rise to such claim, provided that the failure to
give such notification rights shall not affect the indemnification rights in
favor of any REMIC Pool under this Section 12.1(e). Any such indemnification
shall survive the resignation or termination of the Master Servicer, the Paying
Agent or the Special Servicer, or the termination of this Agreement.

            (f) The Paying Agent shall perform on behalf of each REMIC 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 Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC or, as appropriate, adopt a plan of complete
liquidation.

            (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer and the Holders of Residual Certificates shall not take any action or
fail to take any action or cause any REMIC Pool to take any action or fail to
take any action if any of such persons knows or could, upon the exercise of
reasonable diligence, know, that, under the REMIC Provisions such action or
failure, as the case may be, could (i) endanger the status of any REMIC Pool as
a REMIC or (ii) result in the imposition of a tax upon any REMIC Pool (including
but not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2)) unless the Trustee and the Paying Agent have received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

            (k) In the event that any tax is imposed on REMIC I, REMIC II 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 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 Servicer pursuant to Section 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or results from a breach of any of
its obligations under this Agreement; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; and (iv) the Trust in all other instances. Any tax
permitted to be incurred by the Special Servicer pursuant to Section 9.14(e)
shall be charged to and paid by the Trust from the net income generated on the
related REO Property. Any such amounts payable by the Trust in respect of taxes
shall be paid by the Paying Agent out of amounts on deposit in the Distribution
Account.

            (l) The Paying Agent and, to the extent that records are maintained
by the Master Servicer or the Special Servicer in the normal course of its
business, the Master Servicer and the Special Servicer shall, for federal income
tax purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
federal income tax purposes, be allocated first to interest due and payable on
the Mortgage Loans (including interest on overdue interest, other than
additional interest at a penalty rate payable following a default). The books
and records must be sufficient concerning the nature and amount of each REMIC
Pool's investments to show that such REMIC Pool has complied with the REMIC
Provisions.

            (m) Neither the Trustee, the Paying Agent, the Master Servicer nor
the Special Servicer shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten (10) days after the Closing Date all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes on
the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent and each
REMIC Pool for any losses, liabilities, damages, claims, expenses (including
attorneys' fees) or assessments against the Trustee, the Paying Agent and each
REMIC Pool arising from any errors or miscalculations of the Paying Agent
pursuant to this Section that result from any failure of the Depositor to
provide, or to cause to be provided, accurate information or data to the Paying
Agent (but not resulting from the methodology employed by the Paying Agent) on a
timely basis and such indemnification shall survive the termination of this
Agreement and the termination or resignation of the Paying Agent.

            The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its best reasonable efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of
Certificates representing a regular interest in REMIC III, for each Class of
REMIC I Regular Interests and for each Class of REMIC II Regular Interests is
the Final Rated Distribution Date.

            Section 12.2 Prohibited Transactions and Activities. Neither the
Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall
permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be
subject to a tax on "prohibited transactions" or "prohibited contributions" or
other tax pursuant to the REMIC Provisions.

            Section 12.3 Modifications of Mortgage Loans. Notwithstanding
anything to the contrary in this Agreement, neither the Trustee, the Paying
Agent, the Master Servicer nor the Special Servicer shall permit any
modification of a Money Term of a Mortgage Loan or a Specially Serviced Mortgage
Loan unless (i) the Trustee, the Special Servicer, Paying Agent and the Master
Servicer have received a Nondisqualification Opinion or a ruling from the
Internal Revenue Service (at the expense of the party making the request that
the Master Servicer or the Special Servicer modify the Mortgage Loan or a
Specially Serviced Mortgage Loan) to the effect that such modification would not
be treated as an exchange pursuant to Section 1001 of the Code (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 Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

            Section 12.5 Reserved.

                                  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 for the purposes of federal
income tax law (or comparable provisions of state income tax law), (iv) to make
any other provisions with respect to matters or questions arising under or with
respect to this Agreement not inconsistent with the provisions hereof, (v) to
modify, add to or eliminate the provisions of Article III relating to transfers
of Residual Certificates or (vi) any other amendment which does not adversely
affect in any material respect the interests of any Certificateholder (unless
such Certificateholder consents). No such amendment effected pursuant to clause
(i), (ii) or (iv) of the preceding sentence shall (A) adversely affect in any
material respect the interests of any Holder not consenting thereto, and no
amendment shall adversely affect the status of any REMIC Pool as a REMIC without
the consent of 100% of the Certificateholders or (B) adversely affect the status
of any REMIC Pool as a REMIC. Prior to entering into any amendment without the
consent of Holders pursuant to this paragraph, the Trustee may require an
Opinion of Counsel and a Nondisqualification Opinion (in the case of clauses
(i), (ii) and (iii), at the expense of the Depositor, and otherwise at the
expense of the party requesting such amendment, except that if the Trustee
requests such amendment, such amendment shall be at the expense of the
Depositor, if the Depositor consents), to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor).

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.

            (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's, the
Special Servicer's or the Trustee's obligation to Advance or alter the Servicing
Standard except as may be necessary or desirable to comply with the REMIC
Provisions or (iv) adversely affect the status of any REMIC Pool as a REMIC for
federal income tax purposes (as evidenced by a Nondisqualification Opinion),
without the consent of 100% of the Certificateholders (including the Class R-I,
Class R-II and Class R-III Certificateholders); provided that no such amendment
may modify Section 8.18 of this Agreement without Rating Agency Confirmation.
The Trustee may request, at its option, to receive a Nondisqualification Opinion
and an Opinion of Counsel that any amendment pursuant to this Section 13.3(c) is
permitted by this Agreement at the expense of the party requesting the
amendment.

            (d) The costs and expenses associated with any such amendment shall
be borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.

            (e) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

            (f) It shall not be necessary for the consent of Holders under this
Section 13.3 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

            (g) Reserved.

            (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 Servicer or the Special
Servicer, any Certificate beneficially owned by a Seller or any of its
Affiliates shall be deemed not to be outstanding (and shall not be considered
when determining the percentage of Certificateholders consenting or when
calculating the total number of Certificates entitled to consent) for purposes
of determining if the requisite consents of Certificateholders under this
Section 13.3 have been obtained.

            Section 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.

            Section 13.5 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Morgan Stanley Dean Witter Capital
I Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with
a copy to the attention of the General Counsel; (B) in the case of the Trustee,
at the Corporate Trust Office; (C) in the case of the Master Servicer, CapMark
Services, L.P., 245 Peachtree Center Avenue N.E., Suite 1800, Atlanta, Georgia
30303, Attention: Portfolio Manager -- Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ, with a copy
to the Legal Department; (D) in the case of the Special Servicer, GMAC
Commercial Mortgage Corporation, 550 California Street, 12th Floor, San
Francisco, California 94104, Attention: Henry Bieber (with a copy to General
Counsel at such address); (E) in the case of AEGON, AEGON USA Realty Advisors,
Inc., 4333 Edgewood Road, NE, Cedar Rapids, IA 52499, Attention: Robert C.
Clark, with a copy to Gary Whittington, Assistant General Counsel; (F) in the
case of Allmerica, Allmerica Asset Management, 440 Lincoln Street, Worcester,
Massachusetts 01653, Attention: John Nunley; (G) in the case of First Allmerica,
Allmerica Asset Management, 440 Lincoln Street, Worcester, Massachusetts 01653,
Attention: John Nunley; (H) in the case of Lincoln, Lincoln Realty Capital
Corporation, 200 E. Berry Street, P.O. Box 7818, Fort Wayne, Indiana 46801-7818,
Attention: Mortgage Loan Administration, with copies to Law Department, Real
Estate Section; (I) in the case of MONY, MONY Life Insurance Company, 10475 Park
Meadows Drive, Suite 500, Littleton, Colorado 80124, Attention: Mortgage
Administration; (J) in the case of Nationwide, Nationwide Insurance, One
Nationwide Plaza, 1-34-03, Columbus, Ohio 43215-220, Attention: Blake E. West,
with copies to Randall W. May, Esq., Senior Counsel; (K) in the case of TIAA,
Teachers Insurance and Annuity Association of America, 730 Third Avenue, New
York, New York 10018; (L) in the case of the Operating Adviser, GMAC
Institutional Advisor, Attention: Shari Figi, 550 California Street, 12th Floor,
San Francisco, California, 94104; (M) in the case of the Paying Agent, Wells
Fargo Bank Minnesota, N.A., 11000 Broken Land Parkway, Columbia, Maryland
21044-3562, Attention: Corporate Trust Services (CMBS) Morgan Stanley Dean
Witter Capital I Inc., Series 2001-IQ; or as to each party such other address as
may hereafter be furnished by such party to the other parties in writing. Any
notice required or permitted to be mailed to a Holder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.

            Section 13.6 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 13.7 Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

            Section 13.8 Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.

            Section 13.9 Benefits of Agreement. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder, the Primary Servicers
(strictly with respect to the Primary Servicers' rights under Section 8.4
hereto) 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 X hereto are intended third-party
beneficiaries of the sixth and seventh paragraphs of Section 2.3(a).

            Section 13.10 Special Notices to the Rating Agencies. (a) The
Trustee shall give prompt notice to the Rating Agencies, Special Servicer and
the Operating Adviser of the occurrence of any of the following events of which
it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) the Interim Certification and the Final Certification required
      pursuant to Section 2.2 hereof;

            (iii) notice of the repurchase of any Mortgage Loan pursuant to
      Section 2.3(a) hereof;

            (iv) any resignation of the Master Servicer, Special Servicer, the
      Paying Agent, the Operating Adviser or the Trustee pursuant to this
      Agreement;

            (v) the appointment of any successor to the Master Servicer, the
      Trustee, the Paying Agent, the Operating Adviser or the Special Servicer
      pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate liens on the Mortgaged
      Properties;

            (viii) the making of a final payment pursuant to Section 10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to Moody's, to:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, NY 10009
                  Attention:  Structured Finance Commercial Real Estate
                  Monitoring

            If to Fitch, to:

                  Fitch, Inc.
                  One State Street Plaza
                  New York, NY 10004
                  Attention:  Commercial Mortgage Surveillance

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 Servicer shall deliver to the Rating Agencies and the
Depositor any other information as reasonably requested by the Rating Agencies
and the Depositor, and shall deliver to the Primary Servicers and the Special
Servicer each of the reports required to be delivered by the Master Servicer to
the Primary Servicers and the Special Servicer pursuant to the terms of this
Agreement. The Trustee, the Paying Agent and the Special Servicer shall deliver
to the Rating Agencies and the Depositor any information as reasonably requested
by the Rating Agencies and Depositor, as the case may be.

            (e) Any notice or other document required to be delivered or mailed
by the Depositor, Master Servicer, Paying Agent or Trustee shall be given by
such parties, respectively, on a best efforts basis and only as a matter of
courtesy and accommodation to the Rating Agencies, unless otherwise specifically
required herein, and such parties, respectively, shall have no liability for
failure to deliver any such notice or document to the Rating Agencies.

            Section 13.11 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

            Section 13.12 Intention of Parties. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans and related rights and
property to the Trustee, for the benefit of the Certificateholders, by the
Depositor as provided in Section 2.1 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:

            (i) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the property described in clauses
      (1)-(4) below: (1) the Mortgage Loans (including the related Mortgage
      Notes, Mortgages, security agreements, and title, hazard and other
      insurance policies) identified on the Mortgage Loan Schedule, including
      all Qualified Substitute Mortgage Loans, all distributions with respect
      thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2)
      the Distribution Account, all REO Accounts, and the Certificate Account,
      including all property therein and all income from the investment of funds
      therein (including any accrued discount realized on liquidation of any
      investment purchased at a discount); (3) the REMIC I Regular Interests and
      the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase
      Agreements;

            (ii) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of 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 Master Servicer
and the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Master Servicer shall file, at the expense of the Trust as
an Additional Trust Expense all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in such property,
including without limitation (i) continuation statements, and (ii) such other
statements as may be occasioned by any transfer of any interest of the Master
Servicer or the Depositor in such property. In connection herewith, the Trustee
shall have all of the rights and remedies of a secured party and creditor under
the Uniform Commercial Code as in force in the relevant jurisdiction.

            Section 13.13 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere. Such recordation, if any, shall be
effected by the Master Servicer at the expense of the Trust as an Additional
Trust Expense, but only upon direction of the Depositor accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

            Section 13.14 Rating Agency Monitoring Fees. The parties hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates and that
no monitoring fees are payable subsequent to the Closing Date in respect of the
rating of the Certificates. The Master Servicer shall not be required to pay any
such fees or any fees charged for any Rating Agency Confirmation (except any
confirmation required under Section 8.22, Section 8.23 or in connection with a
termination and replacement of the Master Servicer following an Event of Default
of the Master Servicer).


<PAGE>


            IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar and the
Authenticating Agent have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above
written.

                                       MORGAN STANLEY DEAN WITTER CAPITAL I
                                          INC., as Depositor

                                       By: /s/ Warren H. Friend
                                          ------------------------------------
                                          Name:  Warren H. Friend
                                          Title: Vice President


                                       CAPMARK SERVICES, L.P., as Master
                                          Servicer

                                       By:      PEARL MORTGAGE, INC.,
                                          its general partner


                                       By: /s/ Sean D. Reilly
                                          ------------------------------------
                                          Name:  Sean D. Reilly
                                          Title: Vice President


                                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                                          as Special Servicer

                                       By: /s/ Henry J. Bieber
                                          ------------------------------------
                                          Name:  Henry J. Bieber
                                          Title: Senior Vice President


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

                                       By: /s/ Jack A. Aini
                                          ------------------------------------
                                          Name:  Jack A. Aini
                                          Title: Vice President

<PAGE>


STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On this 24th day of October, 2001, before me, a notary public in and
for said State, personally appeared Warren H. Friend, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Morgan Stanley
Dean Witter Capital I Inc., and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

            IN WITNESS WHEREOF, I have hereunder set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                  /s/ Anna H. Glick
                                            ----------------------------------
                                                    Notary Public


<PAGE>


STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF SAN FRANCISCO       )


            On this 19th day of October, 2001, before me, a notary public in and
for said State, personally appeared Henry J. Bieber, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Senior Vice President of GMAC Commercial Mtg.,
and acknowledged to me that such corporation executed the within instrument
pursuant to its by-laws or a resolution of its Board of Directors.

            IN WITNESS WHEREOF, I have hereunder set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                   /s/ Helga Barr
                                            ----------------------------------
                                                    Notary Public


<PAGE>


STATE OF GEORGIA        )
                        )  ss.:
COUNTY OF FULTON        )


            On the 21st day of October, 2001, before me, a notary public in and
for said State, personally appeared Sean D. Reilly known to me to be a Vice
President of Pearl Mortgage, Inc., one of the entities that executed the within
instrument, and acknowledged to me that such entity executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                  /s/ Elizabeth Pye
                                            ----------------------------------
                                                    Notary Public


<PAGE>


STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On this 24th day of October, 2001, before me, a notary public in and
for said State, personally appeared Jack A. Aini, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Wells Fargo Bank
Minnesota, N.A., and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

            IN WITNESS WHEREOF, I have hereunder set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                  /s/ Anna H. Glick
                                            ----------------------------------
                                                    Notary Public


<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE 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 DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  4.57%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE:  OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1 CERTIFICATES AS OF THE
CLOSING DATE: $200,500,000

CERTIFICATE BALANCE OF THIS CLASS A-1     CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________]

No.  A-1-1

                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE 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 DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  5.33%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE:  OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:  NOVEMBER 19,    TRUSTEE:  WELLS FARGO BANK MINNESOTA,
2001                                      NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-2 CERTIFICATES AS OF THE
CLOSING DATE: $151,700,000

CERTIFICATE BALANCE OF THIS CLASS A-2     CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________]

No. A-2-1

                              CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar


                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  5.72%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE:  OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-3 CERTIFICATES AS OF THE
CLOSING DATE: $261,000,000

CERTIFICATE BALANCE OF THIS CLASS A-3     CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________]

No. A-3-1

                              CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-3 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-3 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-4

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE 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 DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.09%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE:  OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS B CERTIFICATES AS OF THE CLOSING
DATE: $22,282,000

CERTIFICATE BALANCE OF THIS CLASS B       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________]

No. B-1

                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class B Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class B Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-5

                          [FORM OF CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY 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

<PAGE>


                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.26%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES AS OF THE CLOSING
DATE: $18,717,000

CERTIFICATE BALANCE OF THIS CLASS C       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. C-1

                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class C Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class C Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 D CERTIFICATE]

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY 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


<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.38%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS D CERTIFICATES AS OF THE CLOSING
DATE: $5,348,000

CERTIFICATE BALANCE OF THIS CLASS D       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. D-1

                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class D Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class D Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY 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

<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.68%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS E CERTIFICATES AS OF THE CLOSING
DATE: $5,348,000

CERTIFICATE BALANCE OF THIS CLASS E       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. E-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class E Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class E Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.79%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS F CERTIFICATES AS OF THE CLOSING
DATE: $8,913,000

CERTIFICATE BALANCE OF THIS CLASS F       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. F-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class F Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class F Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



<PAGE>




                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  7.23%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS G CERTIFICATES AS OF THE CLOSING
DATE:  $5,347,000

CERTIFICATE BALANCE OF THIS CLASS G       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. G-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class G Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class G Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS H CERTIFICATES AS OF THE CLOSING
DATE:  $5,348,000

CERTIFICATE BALANCE OF THIS CLASS H       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. H-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class H Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class H Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $10,695,000

CERTIFICATE BALANCE OF THIS CLASS J       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. J-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class J Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class J Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE: NOVEMBER 19,     TRUSTEE:  WELLS FARGO BANK MINNESOTA,
2001                                      NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS K CERTIFICATES AS OF THE CLOSING
DATE:  $3,565,000

CERTIFICATE BALANCE OF THIS CLASS K       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. K-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class K Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>




            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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




<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS L CERTIFICATES AS OF THE CLOSING
DATE:  $1,783,000

CERTIFICATE BALANCE OF THIS CLASS L       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. L-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class L Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS M CERTIFICATES AS OF THE CLOSING
DATE:  $5,348,000

CERTIFICATE BALANCE OF THIS CLASS M       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. M-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class M Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS N CERTIFICATES AS OF THE CLOSING
DATE:  $1,782,000

CERTIFICATE BALANCE OF THIS CLASS N       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. N-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 DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class N Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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




<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  6.00%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

DATE OF POOLING AND SERVICING             SPECIAL SERVICER:  GMAC COMMERCIAL
AGREEMENT:  AS OF OCTOBER 1, 2001         MORTGAGE CORPORATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PAYING AGENT: WELLS FARGO BANK
MORTGAGE LOAN, THE END OF BUSINESS ON     MINNESOTA, NATIONAL ASSOCIATION
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001

FIRST DISTRIBUTION DATE:                  TRUSTEE:  WELLS FARGO BANK MINNESOTA,
NOVEMBER 19, 2001                         NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS O CERTIFICATES AS OF THE CLOSING
DATE:  $5,348,371

CERTIFICATE BALANCE OF THIS CLASS O       CUSIP NO. [__________]
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. O-1

                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class O Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class O Certificates. The Certificates are designated as the Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ 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 18th
day of each month or, if such 18th 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 herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO 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 PERSON"
AS DEFINED IN SECTION 7701(A)(30) OF THE CODE OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

PERCENTAGE INTEREST OF THIS CLASS R-I     SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                        MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK
AGREEMENT:  AS OF OCTOBER 1, 2001         MINNESOTA, NATIONAL ASSOCIATION

CUT-OFF DATE:  WITH RESPECT TO EACH
MORTGAGE LOAN, THE END OF BUSINESS ON
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001            TRUSTEE:  WELLS FARGO BANK MINNESOTA,
                                          NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:
NOVEMBER 19, 2001

MASTER SERVICER:  CAPMARK SERVICES, L.P.  No.  R-1

                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class R-I
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            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 18th day of each month or, if such 18th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-18

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO 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 PERSON"
AS DEFINED IN SECTION 7701(A)(30) OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION
OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

PERCENTAGE INTEREST OF THIS CLASS R-II    SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100.0%                      MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK
AGREEMENT:  AS OF OCTOBER 1, 2001         MINNESOTA, NATIONAL ASSOCIATION

CUT-OFF DATE:  WITH RESPECT TO EACH       PRIMARY SERVICERS: DELAWARE LINCOLN
MORTGAGE LOAN, THE END OF BUSINESS ON     INVESTMENT ADVISERS; NATIONWIDE LIFE
THE DUE DATE OF SUCH MORTGAGE LOAN IN     INSURANCE COMPANY; MONY LIFE INSURANCE
OCTOBER 2001                              COMPANY AND CAPMARK SERVICES

CLOSING DATE: OCTOBER 24, 2001            TRUSTEE:  WELLS FARGO BANK MINNESOTA,
                                          NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:
NOVEMBER 19, 2001

MASTER SERVICER:  CAPMARK SERVICES, L.P.  No.  R-II

                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class R-II
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            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 18th day of each month or, if such 18th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO 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 PERSON"
AS DEFINED IN SECTION 7701(A)(30) OF THE CODE OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

PERCENTAGE INTEREST OF THIS CLASS R-III   SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                        MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK
AGREEMENT:  AS OF OCTOBER 1, 2001         MINNESOTA, NATIONAL ASSOCIATION

CUT-OFF DATE:  WITH RESPECT TO EACH
MORTGAGE LOAN, THE END OF BUSINESS ON
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001            TRUSTEE:  Wells Fargo Bank Minnesota,
                                          National Association

FIRST DISTRIBUTION DATE:
NOVEMBER 19, 2001

MASTER SERVICER:  CAPMARK                 No.  R-III
SERVICERS, L.P.

                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class
R-III Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated as specified above (the "Pooling and Servicing
Agreement"), among Morgan Stanley Dean Witter Capital I Inc. (hereinafter called
the "Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 2001-IQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            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 18th day of each month or, if such 18th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-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




<PAGE>

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  1.62%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

INITIAL NOTIONAL AMOUNT OF THIS           SPECIAL SERVICER:  GMAC COMMERCIAL
CLASS X-1 CERTIFICATE: $713,024,371.00    MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK
AGREEMENT:  AS OF OCTOBER 1, 2001         MINNESOTA, NATIONAL ASSOCIATION

CUT-OFF DATE:  WITH RESPECT TO EACH
MORTGAGE LOAN, THE END OF BUSINESS ON
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001            TRUSTEE:  WELLS FARGO BANK MINNESOTA,
                                          NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:
NOVEMBER 19, 2001

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    CUSIP NO. [__________]
X-1 CERTIFICATES AS OF THE CLOSING
DATE:  $713,024,371.39

CERTIFICATE BALANCE OF THIS CLASS X-1     No.  X-1-1
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-1 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-IQ 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 18th day of each month
or, if such 18th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar 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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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 X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.A REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)





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

(1) For Reg S Book-Entry Certificates only





<PAGE>




                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2001-IQ

INITIAL PASS-THROUGH RATE:  1.69%         MASTER SERVICER:  CAPMARK SERVICES,
                                          L.P.

INITIAL NOTIONAL AMOUNT OF THIS           SPECIAL SERVICER: GMAC COMMERCIAL
CLASS X-2 CERTIFICATE: $218,599,000       MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK
AGREEMENT:  AS OF OCTOBER 1, 2001         MINNESOTA, NATIONAL ASSOCIATION

CUT-OFF DATE:  WITH RESPECT TO EACH
MORTGAGE LOAN, THE END OF BUSINESS ON
THE DUE DATE OF SUCH MORTGAGE LOAN IN
OCTOBER 2001

CLOSING DATE: OCTOBER 24, 2001            TRUSTEE:  WELLS FARGO BANK MINNESOTA,
                                          NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE:
NOVEMBER 19, 2001

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    CUSIP NO. [__________]
X-1 CERTIFICATES AS OF THE CLOSING
DATE:  $218,599,000

CERTIFICATE BALANCE OF THIS CLASS X-2     No.  X-2-1
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

                              CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Certificate Registrar, the Master Servicer and
the Special Servicer, a summary of certain of the pertinent provisions of which
is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-2 Certificates. The Certificates are designated as the Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-IQ 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 18th day of each month
or, if such 18th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-2 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar 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 Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Fiscal
Agent, the Paying Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar nor any such agents shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make
payments to the Certificateholders as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                          ASSOCIATION, as Certificate
                                          Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 24, 2001

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                       WELLS FARGO BANK MINNESOTA, 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

                                          October __, 2001

Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY 10036

Lincoln Realty Capital Corporation
200 E. Berry Street
P.O. Box 7818
Fort Wayne, Indiana 46801-7818

First Allmerica Financial Life Insurance Company
Allmerica Financial Life
Insurance and Annuity Company
440 Lincoln Street
Worcester, Massachusetts 01653

Nationwide Life Insurance Company
One Nationwide Plaza
1-34-03
Columbus, Ohio 43215-2220

MONY Life Insurance Company
1740 Broadway
New York, New York 10019

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

AEGON USA Realty Advisors, Inc.
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing
            Agreement") relating to Morgan Stanley Dean Witter Capital
            I Inc., Commercial Mortgage Pass-Through Certificates,
            Series 2001-IQ
            ----------------------------------------------------------

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) and (x) to the extent previously identified in writing
to the Trustee by each seller of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement.


                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              as Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------


<PAGE>


                             SCHEDULE OF EXCEPTIONS


<PAGE>


                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                          __________, 2001

Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY 10036

Lincoln Realty Capital Corporation
200 E. Berry Street
P.O. Box 7818
Fort Wayne, Indiana 46801-7818

First Allmerica Financial Life Insurance Company
Allmerica Financial Life
Insurance and Annuity Company
440 Lincoln Street
Worcester, Massachusetts 01653

Nationwide Life Insurance Company
One Nationwide Plaza
1-34-03
Columbus, Ohio 43215-2220

MONY Life Insurance Company
1740 Broadway
New York, New York 10019

Teachers Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10018

AEGON USA Realty Advisors, Inc.
4333 Edgewood Road, NE
Cedar Rapids, Iowa 52499

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing
            Agreement") relating to Morgan Stanley Dean Witter Capital
            I Inc., Commercial Mortgage Pass-Through Certificates,
            Series 2001-IQ
            ----------------------------------------------------------

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (v), (vi) (to the extent previously identified in writing to the Trustee
by the applicable Seller), (viii), (x) (to the extent previously identified in
writing to the Trustee by the applicable Seller) and (xii) (to the extent
previously identified in writing to the Trustee by the applicable Seller) of the
definition of "Mortgage File," and any documents required to be included in the
Mortgage File pursuant to all other clauses of the definition of "Mortgage
File," to the extent known by a Responsible Officer of the Trustee to be
required pursuant to the Pooling and Servicing Agreement, are in its possession,
(b) such documents have been reviewed by it and have not been materially
mutilated, damaged, defaced, torn or otherwise physically altered, and such
documents relate to such Mortgage Loan, (c) based on its examination and only as
to the Mortgage Note and the Mortgage, the street address of the Mortgaged
Property and the name of the Mortgagor set forth in the Mortgage Loan Schedule
accurately reflects the information contained in the documents in the Mortgage
File, and (d) each Mortgage Note has been endorsed. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File or any of
the Trustee Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.

            The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests and the REMIC II Regular
Interests.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                              as Trustee



                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------


<PAGE>


                             SCHEDULE OF EXCEPTIONS


<PAGE>


                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

                                      October __, 2001

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue, S.E.
Minneapolis, MN  55414
Attention:  Mortgage Document Custody (CMBS)

            Re:   Morgan Stanley Dean Witter Capital I, Inc.,
                  Commercial Mortgage - Pass-Through Certificates,
                  Series 2001-IQ
                  ------------------------------------------------

            In connection with the administration of the Mortgage File held by
or on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of October 1, 2001 (the "Pooling and Servicing Agreement"), among
Morgan Stanley Dean Witter Capital I Inc., as depositor, CapMark Services, L.P.,
as master servicer (the "Master Servicer"), GMAC Commercial Mortgage
Corporation, as special servicer (the "Special Servicer") and you as trustee (in
such capacity, the "Trustee"), the undersigned as [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.    The Mortgage Loan is being foreclosed.
--------

            2.    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 Trust and Servicing Agreement.


                                       [Name of [Master] [Special] Servicer]


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


<PAGE>


                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
MAC #N9309-121
Sixth and Marquette
Minneapolis, MN 55479

Attention:  Corporate Trust Services (CMBS) MAC #[_______]

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ,
            Class __ (the "Certificates")
            -----------------------------------------------------

Dear Sirs:

            This letter is delivered to you in  connection  with the transfer by
_________________  (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of October 24, 2001 (the "Closing Date") of $__________]  [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates").  The
Transferred  Certificates  were issued  pursuant  to the  Pooling and  Servicing
Agreement (the "Pooling and Servicing Agreement"),  dated as of October 1, 2001,
among Morgan Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"),
CapMark   Services,   L.P.,  as  master  servicer,   GMAC  Commercial   Mortgage
Corporation,  as special  servicer,  and Wells Fargo Bank  Minnesota,  N.A.,  as
trustee,  paying agent and certificate registrar.  All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.  The Transferor hereby certifies,  represents and warrants to you, as
Certificate Registrar, that:

            1.  The   Transferor   is  the  lawful  owner  of  the   Transferred
      Certificates  with the full right to transfer such  Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the  Transferor  nor anyone  acting on its behalf has (a)
      offered,   transferred,   pledged,  sold  or  otherwise  disposed  of  any
      Transferred  Certificate,  any interest in any Transferred  Certificate or
      any other similar security to any person in any manner,  (b) solicited any
      offer to buy or  accept a  transfer,  pledge or other  disposition  of any
      Transferred  Certificate,  any interest in any Transferred  Certificate or
      any other similar  security  from any person in any manner,  (c) otherwise
      approached or negotiated with respect to any Transferred Certificate,  any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner,  (d) made any general  solicitation  by means of
      general advertising or in any other manner, or (e) taken any other action,
      which (in the case of any of the acts described in clauses (a) through (e)
      hereof) would  constitute a distribution  of any  Transferred  Certificate
      under the Securities Act of 1933, as amended (the  "Securities  Act"),  or
      would render the disposition of any Transferred Certificate a violation of
      Section 5 of the  Securities  Act or any state  securities  laws, or would
      require  registration  or  qualification  of any  Transferred  Certificate
      pursuant to the Securities Act or any state securities laws.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferor)



                                       By:
                                          ------------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------


<PAGE>


                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
MAC #N9303-121
Sixth and Marquette
Minneapolis, MN 55479

Attention:  Corporate Trust Services (CMBS) MAC #[_______]

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ (the
            "Certificates")
            -------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial Certificate Principal Balance or
Notional Amount as of October 24, 2001 (the "Closing Date") of [$__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1,
2001 (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), CapMark Services, L.P., as
master servicer, GMAC Commercial Mortgage Corporation, as special servicer, and
Wells Fargo Bank Minnesota, N.A., as trustee, paying agent and certificate
registrar. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement, (e) any credit enhancement
      mechanism associated with the Transferred Certificates and (f) all related
      matters that it has requested.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferee)



                                       By:
                                          ------------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------


<PAGE>


                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate 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 Yes No Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.



                                          --------------------------------------
                                          Print Name of Transferee



                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------
                                          Date:
                                               ---------------------------------


<PAGE>


                             ANNEX 2 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A") because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___   ___   Will the Transferee be purchasing the Transferred Certificates
      Yes   No    only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       -----------------------------------------
                                       Print Name of Transferee or Adviser


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                       IF AN ADVISER:


                                       -----------------------------------------
                                       Print Name of Transferee

                                       Date:
                                            ------------------------------------


<PAGE>


                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
MAC #9303-121
Sixth and Marquette
Minneapolis, MN 55479

Attention:  Corporate Trust Services (CMBS)

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ (the
            "Certificates")
            -------------------------------------------------------

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ________________________ (the
"Transferee") of Class ___ Certificates [having an initial Certificate Principal
Balance as of October 24, 2001 (the "Closing Date") of $__________][evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1,
2001 (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), CapMark Services, L.P., as
master servicer, GMAC Commercial Mortgage Corporation, as special servicer, and
Wells Fargo Bank Minnesota, N.A., as trustee, paying agent and certificate
registrar. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificates belong has not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Class of Certificates to which the Transferred Certificates belong, and
      (c) no Transferred Certificate may be resold or transferred unless it is
      (i) registered pursuant to the Securities Act and registered or qualified
      pursuant any applicable state securities laws or (ii) sold or transferred
      in transactions which are exempt from such registration and qualification
      and the Certificate Registrar has received either: (A) a certificate from
      the Certificateholder desiring to effect such transfer substantially in
      the form attached as Exhibit D-1 to the Pooling and Servicing Agreement
      and a certificate from such Certificateholder's prospective transferee
      substantially in the form attached either as Exhibit D-2A or as Exhibit
      D-2B to the Pooling and Servicing Agreement; or (C) an opinion of counsel
      satisfactory to the Certificate Registrar with respect to the availability
      of such exemption from registration under the Securities Act, together
      with copies of the written certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate except in compliance with the
      provisions of Section 3.3 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed.

            4. Transferee understands that each Transferred Certificate will
      bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY
            RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
            OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
            QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
            NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
            POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT
            PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
            AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986,
            AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
            OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS
            NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
            SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
            ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
            THE PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Certificate or any other similar security with any person
      in any manner, (d) made any general solicitation by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security, which (in the case of any of
      the acts described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificate; the Transferee has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision; and the Transferee is able to bear
      the economic risks of such investment and can afford a complete loss of
      such investment.


                                       Very truly yours,



                                       -----------------------------------------
                                       (Transferee)



                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


<PAGE>


                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ,
            Class __ (the "Certificates")
            -----------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of October 24, 2001 (the "Closing Date")
of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 2001, among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), CapMark Services, L.P., as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, and Wells Fargo Bank Minnesota, N.A.,
as trustee, paying agent and certificate registrar. All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, and for the benefit of the Depositor, the Certificate Registrar and the
Trustee, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) none of the
      Depositor, the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) no interest in the
      Certificates may be sold or transferred unless it is (i) registered
      pursuant to the Securities Act and registered or qualified pursuant to any
      applicable state securities laws or (ii) sold or transferred in
      transactions which are exempt from such registration and qualification and
      the Certificate Owner desiring to effect such transfer has received either
      (A) a certification from such Certificate Owner's prospective transferee
      (substantially in the form attached to the Pooling and Servicing
      Agreement) setting forth the facts surrounding the transfer or (B) an
      opinion of counsel with respect to the availability of such exemption,
      together with copies of the certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
            OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
            STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
            CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
            TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
            QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
            AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT
            PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
            AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON
            WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
            ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
            WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROCEDURES DESCRIBED IN SECTION 3.3 OF
            THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate, any interest in any Certificate
      or any similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an institutional "accredited investor" as
      defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Certificates; the Transferee has sought such accounting, legal and tax
      advice as it has considered necessary to make an informed investment
      decision; and the Transferee is able to bear the economic risks of such an
      investment and can afford a complete loss of such investment.


                                       Very truly yours,



                                       -----------------------------------------
                                       (Transferee)



                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


<PAGE>


                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ,
            Class __ (the "Certificates")
            -----------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of October 24, 2001 (the "Closing Date")
of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 2001, among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), CapMark Services, L.P., as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, and Wells Fargo Bank Minnesota, N.A.,
as trustee, paying agent and certificate registrar. All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, and for the benefit of the Depositor, the Certificate Registrar and the
Trustee, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate or any interest therein may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificate belongs have not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Certificates and (c) no interest in the Certificates may be sold or
      transferred unless it is (i) registered pursuant to the Securities Act and
      registered or qualified pursuant to any applicable state securities laws
      or (ii) sold or transferred in transactions which are exempt from such
      registration and qualification and the Certificate Owner desiring to
      effect such transfer has received either (A) a certification from such
      Certificate Owner's prospective transferee (substantially in the form
      attached to the Pooling and Servicing Agreement) setting forth the facts
      surrounding the transfer or (B) an opinion of counsel with respect to the
      availability of such exemption, together with copies of the
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
            OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
            STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
            CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
            TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
            QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
            AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT
            PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
            AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
            CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON
            WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
            ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
            WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROCEDURES DESCRIBED IN SECTION 3.3 OF
            THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.


                                       Very truly yours,



                                       -----------------------------------------
                                       (Transferee)



                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


<PAGE>


                             ANNEX 1 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and [name of Certificate Registrar] as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a 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 Dean Witter Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ, Class
[R-I] [R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization" or a possession of the United States. (For
this purpose, a "disqualified organization" means the United States, any state
or political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality, all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.

            3. The Transferee 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 (ii)(F) of Section
3.3(e) which authorizes the Paying Agent or the Trustee to deliver payments on
the Residual Certificate to a Person other than the Transferee and clause
(ii)(G) of Section 3.3(e) which authorizes the Trustee to negotiate a mandatory
sale of the Residual Certificates, in either case, in the event that the
Transferee holds such Residual Certificates in violation of Section 3.3(e)); and
the Transferee expressly agrees to be bound by and to comply with such
provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            11. The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

            12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

            13. The Transferee has computed any consideration paid to it to
acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.

            The Transferee has computed any consideration paid to it to acquire
the Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate at least equal to the rate at which the Transferee regularly borrows, in
the ordinary course of its trade or business, substantial funds from unrelated
parties. The Transferee has provided all information necessary to demonstrate to
the transferor that it regularly borrows at such rate.

            The transfer of the Class R Certificate complies with Section 6 of
Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335 (January
16, 2001) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

            (i) the Transferee is an "eligible corporation," as defined in
      Section 860L(a)(2) of the Code, as to which income from the Class R
      Certificate will only be taxed in the United States;

            (ii) at the time of the transfer, and at the close of the
      Transferee's two fiscal years preceding the year of the transfer, the
      Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Investor within the meaning of
      Section 860L(g) of the Code and excluding any other asset if a principal
      purpose for holding or acquiring that asset is to permit the Transferee to
      satisfy this Section 13(ii)) in excess of $100 million and net assets in
      excess of $10 million;

            (iii) the Transferee will transfer the Class R Certificate only to
      another "eligible corporation," as defined in Section 860(a)(2) of the
      Code, in a transaction that satisfies the requirements of Section 4 of the
      Revenue Procedure and the transfer is not to a foreign branch of such
      eligible corporation or any other arrangement by which the Class R
      Certificate will be at any time subject to net tax by a foreign country or
      possession of the United States; and

            (iv) the Transferee determined the consideration paid to it to
      acquire the Class R Certificate based on reasonable market assumptions
      (including, but not limited to, borrowing and investment rates, prepayment
      and loss assumptions, expense and reinvestment assumptions, tax rates and
      other factors specific to the Transferee) that it has determined in good
      faith.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this day
of ___________, ____.


                                       [NAME OF TRANSFEREE]



                                       By:
                                          --------------------------------------
                                          [Name of Officer]
                                          [Title of Officer]


<PAGE>


                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                        _______________, 20__

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Wells Fargo Center
MAC #9309-121
6th and Marquette
Minneapolis, MN 55479

Attention:  Corporate Trust Services (CMBS)

      Re:   Morgan Stanley Dean Witter Capital I Inc., Commercial
            Mortgage Pass-Through Certificates, Series 2001-IQ (the
            "Certificates")
            -------------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of October 1, 2001 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, CapMark Services, L.P., as Master Servicer, GMAC Commercial Mortgage
Corporation, as special servicer, and Wells Fargo Bank Minnesota, N.A., as
trustee, paying agent and certificate registrar. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

            4. The Transferor does not know and has no reason to know that the
Transferee will not honor the restrictions on subsequent transfers by the
Transferee under the Transfer Affidavit and Agreement, delivered in connection
with this transfer.


                                       Very truly yours,



                                       -----------------------------------------
                                       (Transferor)



                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


<PAGE>


                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE

                    Morgan Stanley Dean Witter Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                  Series 2001-IQ, Class __ (the "Certificates")

TO:   Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center
      or
      CEDEL, S.A.

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for
our account are beneficially owned by (a) non-U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

            This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

            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: __________, 2001



                                       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

      CEDEL BANK, S. A. or
      Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center

      CapMark Services, L.P., as Master Servicer

      Wells Fargo Bank Minnesota, N.A.,
      as Certificate Registrar and Trustee

            This is to notify you as to the transfer of the beneficial interest
in $_______________ of Morgan Stanley Dean Witter Capital I Inc. Commercial
Mortgage Pass-Through Certificates, Series 2001-IQ, Class __(the
"Certificates").

            The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account
#__________, with respect to $__________ principal denomination of the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and (ii)
[DTC] [Euroclear] [CEDEL] credit the beneficial interest of the below-named
purchaser, account #__________, in the Class __ [Rule 144A-IAI Global
Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

            Name:
            Address:
            Taxpayer 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 CEDEL CERTIFICATE

                    Morgan Stanley Dean Witter Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                  Series 2001-IQ, Class __ (the "Certificates")

TO:   Wells Fargo Bank Minnesota, N.A., as Certificate Registrar
      Attn:

      Wells Fargo Bank Minnesota, N.A., as Trustee
      Attn: Asset Backed Securities Trust Services Group
            Morgan Stanley Dean Witter Capital I Inc.
            Commercial Mortgage Pass-Through Certificates,
            Series 2001-IQ

            This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of October 1, 2001 (the "Pooling and Servicing
Agreement") among both of you, Morgan Stanley Dean Witter Capital I Inc.,
CapMark Services, L.P., GMAC Commercial Mortgage Corporation, and Wells Fargo
Bank, National Association, U.S. $__________ principal amount of the
above-captioned Certificates held by us or on our behalf are beneficially owned
by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Certificates
in transactions that did not require registration under the United States
Securities Act of 1933, as amended (the "Securities Act"). As used in this
paragraph, the term "U.S. person" has the meaning given to it by Regulation S
under the Securities Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:



                                       [MORGAN GUARANTY TRUST COMPANY
                                       OF NEW YORK, Brussels office,
                                       as operator of the Euroclear System]


                                       or


                                       [CEDEL BANK, S.A.]


                                       By:____________________________________


<PAGE>


                                    EXHIBIT J

                                    Reserved


<PAGE>


                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I
                                     (AEGON)



<PAGE>



                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (AEGON LOANS)

            Mortgage Loan Purchase Agreement (this  "Agreement"),  dated as of
October 17,  2001, between AEGON USA Realty Advisors, Inc. (the "Seller"), and
Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:


                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 the State of Iowa. 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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
ore 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 Iowa 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 Iowa 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 Iowa 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 AEGON USA Realty Advisors, Inc., 4333 Edgewood Road
N.E., Cedar Rapids, Iowa 52499-5554, Attention: Robert C. Clark (or to such
other address as the Seller may designate in writing) with copies to the
attention of Gary Whittington, Assistant 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 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.


                                       AEGON USA REALTY ADVISORS, INC.



                                       By: ___________________________________
                                           Name:
                                           Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I
                                      INC.



                                       By: ___________________________________
                                           Name:
                                           Title:



<PAGE>



                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                          Cut-off Date      Original
                                                           principal       principal                                      Property
Loan Seller   Tab No          Property Name                 balance         balance    Property city   Property state     zip code
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>                                <C>            <C>             <C>           <C>                <C>
AEGON            2     Rainbow Promenade Shopping Center  $19,302,273    $20,000,000     Las Vegas            NV           89108
AEGON            3     San Dimas Marketplace              $14,476,705    $15,000,000     San Dimas            CA           91773
AEGON           17     Village Park of Palatine           $13,602,215    $14,000,000     Palatine             IL           60067
AEGON           50     Southcreek Park - Building I        $2,999,355     $3,553,090     Lexington            KY           40504
AEGON           51     Southcreek Park - Building II       $2,861,407     $3,389,674     Lexington            KY           40504
AEGON           52     Meyers Building                     $1,441,171     $1,707,237     Lexington            KY           40507
AEGON           104    112 Madison Avenue                  $2,468,131     $2,900,000     New York             NY           10016



<CAPTION>
----------------------------------------------
                    Primary        Master
                   Including     Servicing
Loan Seller      Correspondent      Fee
----------------------------------------------
<S>              <C>             <C>
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
</TABLE>



<PAGE>



                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                     (AEGON)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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,
including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Selection of Mortgage Loans by Sellers. The Seller took no
action in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.



<PAGE>


                Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            AEGON USA REALTY ADVISORS, INC.:  Not applicable.



<PAGE>

                Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            AEGON USA REALTY ADVISORS, INC.:  None.



<PAGE>

                Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

            AEGON USA REALTY ADVISORS, INC.:  None.



<PAGE>

                Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

            AEGON USA  REALTY  ADVISORS,  INC.:  Loan Nos.  50  through  52 -
Southcreek Portfolio.



<PAGE>

                                   Schedule A

                 Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            I.    The following Mortgage Loans are exceptions to representation
number 6 (Mortgage Status; Waivers and Modifications).

            A.    Loan Nos. 2 and 3. Rainbow  Promenade  Shopping  Center and
San Dimas Marketplace  (Respectively).  By letters dated in October, 2001, the
Seller  modified the Mortgage  Loans to establish  objective  criteria for the
substitution of collateral.


<PAGE>

                                   Schedule B

   List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)

1. Mortgage Loan Numbers 2-3.
   Related Mortgagor:  Pan Pacific Retail Properties, Inc.


<PAGE>



                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.


Witnessed by:                          [SELLER]



                                       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 3

                               PRICING FORMULATION

            Purchase Price                      $60,430,307.32


<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

                  Seller:     AEGON USA Realty Advisors, Inc.
                  Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>




            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                AEGON USA REALTY ADVISORS, INC.



                                       By: ___________________________________
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I
                                      INC.



                                       By: ___________________________________
                                           Name:
                                           Title:





<PAGE>


                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II
                                   (ALLMERICA)
<PAGE>


                                                                  EXECUTION COPY


                        MORTGAGE LOAN PURCHASE AGREEMENT

                                (ALLMERICA LOANS)


            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between Allmerica Financial Life Insurance and Annuity Company
(the "Seller"), and Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 stock
      insurance company organized under the laws of the State of Delaware 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 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 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 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 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 Allmerica Asset Management, 440 Lincoln Street,
Worcester, MA 01653, Attention: John Nunley (or to such other address as the
Seller may designate in writing).

            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.


                                       ALLMERICA FINANCIAL LIFE INSURANCE AND
                                       ANNUITY COMPANY


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>




                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                               Cut-off
                                                               Date          Original
Loan                                                           Principal     Principal                        Property   Property
Seller   Tab No   Property Name                                Balance       Balance       Property City      State      Zip Code
---------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>                                          <C>           <C>                                 <C>      <C>
AFLIAC     30     Roslyn Office Park I                         $  599,622    $8,995,045    Colonial Heights      VA       23834
AFLIAC     31     Roslyn Office Park II                        $  581,723                  Colonial Heights      VA       23834
AFLIAC     32     Dobbs Office Building                        $1,297,690                  Colonial Heights      VA       23834
AFLIAC     33     Dimmock Centre                               $1,306,640                  Colonial Heights      VA       23834
AFLIAC     34     Southlake Center I                           $2,130,002                  Colonial Heights      VA       23834
AFLIAC     35     Southgate Commons                            $  599,622                  Colonial Heights      VA       23834
AFLIAC     36     South Roslyn Com. Center II                  $  850,211                  Colonial Heights      VA       23834
AFLIAC     37     South Roslyn Com. Center I                   $  796,513                  Colonial Heights      VA       23834
AFLIAC     38     Roslyn Office Park IV                        $  787,564                  Colonial Heights      VA       23834
AFLIAC     39     Two Town Center                              $3,582,615    $3,700,000    Clackamas             OR       97015
AFLIAC     40     Three Town Center                            $5,074,910    $5,300,000    Clackamas             OR       97015
AFLIAC     48     The Willows of Wheaton Apartments            $7,726,278    $8,200,000    Wheaton               IL       60187
AFLIAC     55     Peachtree Palisades West Office Building     $6,718,724    $7,400,000    Atlanta               GA       30309
AFLIAC     57     Zinfandel Plaza                              $6,404,612    $6,600,000    Ranch Cordova         CA       95670
AFLIAC     58     Wubben Industrial Park, Bld. A, Lot 1        $1,129,560    $1,236,423    Vancouver             WA       98662
AFLIAC     59     Wubben Industrial Park, Bld. F, Lot 2        $  814,259    $  891,292    Vancouver             WA       98662
AFLIAC     60     Wubben Industrial Park, Bld. E, Lots 3 & 4   $1,527,751    $1,672,285    Vancouver             WA       98662
AFLIAC     61     Wubben Industrial Park, Bld. A, Lot 1        $  937,272    $  959,855    Vancouver             WA       98662
AFLIAC     62     Wubben Industrial Park, Bld. F, Lot 2        $  675,645    $  691,924    Vancouver             WA       98662
AFLIAC     63     Wubben Industrial Park, Bld. E, Lots 3 & 4   $1,267,677    $1,298,221    Vancouver             WA       98662
AFLIAC     74     Drum Hill Technology Center - Building 8     $5,006,396    $5,400,000    Lowell                MA       01851
AFLIAC     77     53 Cardinal Drive                            $4,748,100    $5,000,000    Westfield             NJ       07090
AFLIAC     81     Federal Express Building                     $4,433,353    $5,100,000    Romulus               MI       48174
AFLIAC     85     Arizona Place                                $4,094,203    $4,500,000    Santa Monica          CA       90401
AFLIAC     90     3640 Northgate Boulevard                     $3,615,769    $3,611,260    Sacramento            CA       95834
AFLIAC     91     Phillips Building                            $3,584,808    $3,800,000    Bethesda              MD       20814
AFLIAC     94     Acton Woods Plaza                            $3,104,265    $3,600,000    Acton                 MA       01720
AFLIAC    101     DiPaolo Center                               $2,721,608    $3,215,000    Glenview              IL       60025
AFLIAC    105     1025 16th Avenue South                       $2,446,752    $2,600,000    Nashville             TN       37212
AFLIAC    111     Crystal Lite Manufacturing Building          $1,983,419    $2,100,000    Tualatin              OR       97062
AFLIAC    112     Portwall Distribution Facility               $1,776,105    $2,000,000    Houston               TX       77029

</TABLE>


<PAGE>


MSDWCI 2001-IQ (cont'd)


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

         Primary         Master
Loan     Including       Servicing
Seller   Correspondent   Fee
-----------------------------------
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7
AFLIAC       0.500          3.7

<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING

                            INDIVIDUAL MORTGAGE LOANS

                                   (ALLMERICA)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Selection of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.

<PAGE>

                Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY:  Not applicable.



<PAGE>

                Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY:  None.



<PAGE>

                Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY: Loan No. 16 - Union Bank Building; Loans 30
through 38 - Roslyn Portfolio; Loan No. 39 - Two Town Center (C); Loan No. 40 -
Three Town Center (C); Loan 74 - Drum Hill Technology Center - Building 8; Loan
86 - 1900 North Beauregard Office Building; Loan No. 90 - 3640 Northgate
Boulevard; Loan No. 92 - 435-437 Creamery Way; and Loan No. 98 - 425 Fortune
Boulevard.


<PAGE>

                Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY: Loan No. 16 - Union Bank Building; Loan Nos. 41
through 45 - Trico Portfolio; Loan No. 55 - Peachtree Palisades West Office
Building; Loan No. 57 - Zinfandel Plaza; Loan Nos. 58 through 63 - Wubben
Portfolio; Loan No. 65 - Ivystone Apartments - Phase II & III; Loan No. 74 -
Drum Hill Technology Center - Building 8; Loan No. 77 - 53 Cardinal Drive; Loan
No. 80 - Weatherstone North Townhouses; Loan No. 89 - PBM Graphics Building;
Loan No. 91 - Phillips Building; Loan No. 94 - Acton Woods Plaza; Loan No. 95 -
The Marietta Apartments; Loan No. 97 - The Palm Regency Apartments; Loan No. 98
- 425 Fortune Boulevard; Loan No. 101 - DiPaolo Center; Loan No. 102 - Grassmere
Business Park; Loan No. 103 - Sherwood Business Center; Loan No.105 - 1025 16th
Avenue South; Loan No. 106 - Post Oak Hills Apartments; Loan No. 108 - La Palma
Business Park; Loan No. 109 - Weatherstone South Townhouses; Loan No. 110 -
11260 Wiehle Avenue; Loan No.112 - Portwall Distribution Facility; and Loan No.
113 - 223 Lasky Drive, 9904-12 and 9920-20 Robbins Drive.

<PAGE>


                                   Schedule A

                 Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the applicable Seller with
respect to the Mortgage Loans identified in these exceptions.

I.    With respect to representation number 14 (Insurance), the seismic reports
for the following Mortgage Loans indicated a PML of 20% or greater: (a) Loan
Nos. 41 through 45. Trico Portfolio; (b) Loan No. 107. 1825 South Acacia Avenue;
and (c) Loan No. 114. 2263 Fox Hills Drive.

II.   The following Mortgage Loans are exceptions to representation number 30
(Junior Liens).

      A. Loan No. 48. The Willows of Wheaton Apartments. The Mortgagor is
permitted to obtain additional secured subordinate financing upon satisfaction
of certain conditions specified in the loan documents. The Mortgagor has issued
a series of additional notes in the approximate aggregate principal balance of
$3,875,000 to its limited partners, of which $600,000 is secured by a
subordinate lien on the Mortgaged Property. The interest rate for these
additional notes is 11% and their maturity date is the earlier of the sale of
the mortgaged property or the maturity of the Mortgage Loan. The Mortgagor is
also permitted to provide subordinate purchase money financing upon an approved
sale of the Mortgaged Property upon satisfaction of certain conditions in the
loan documents.

      B. Loan No. 55. Peachtree Palisades West Office Building. The Mortgagor is
permitted to obtain additional unsecured financing upon satisfaction of certain
conditions specified in the loan documents.

      C. Loan No. 79. Rockridge Market Hall. The Mortgagor is permitted to
obtain additional secured subordinate financing from an institutional lender
upon satisfaction of certain conditions specified in the loan documents.

<PAGE>




                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


1.    Mortgage Loan Numbers 39-40.
      Related Mortgagor: Margaret D. Ross Trust, et al.

2.    Mortgage Loan Numbers 58-60.
      Related Mortgagor: Part IV Properties, L.L.C.

3.    Mortgage Loan Numbers 61-63.
      Related Mortgagor: Part IV Properties, L.L.C.

<PAGE>




                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association

45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.

<PAGE>




IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.

Witnessed by:                          [SELLER]



___________________________            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 3

                               PRICING FORMULATION


            Purchase Price                       $90,792,455.24

<PAGE>




                                    EXHIBIT 4

                                  BILL OF SALE


            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:    Allmerica Financial Life Insurance and Annuity Company
               Purchaser: Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.

<PAGE>




            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                ALLMERICA FINANCIAL LIFE INSURANCE AND
                                       ANNUITY COMPANY



                                       By: _____________________________________
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By: _____________________________________
                                           Name:
                                           Title:





<PAGE>


                                   EXHIBIT K-3

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT III
                                (FIRST ALLMERICA)

<PAGE>
                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT
                             (FIRST ALLMERICA LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between First Allmerica Financial Life Insurance Company (the
"Seller"), and Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 under the laws of the State of Massachusetts
      in good standing under the laws of the State of Massachusetts. The Seller
      has the requisite power and authority and legal right to own the Mortgage
      Loans and to transfer and convey the Mortgage Loans to the Purchaser and
      has the requisite power and authority to execute and deliver, engage in
      the transactions contemplated by, and perform and observe the terms and
      conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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
ore 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 Massachusetts dated not earlier than 30 days prior to the Closing
Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Massachusetts law and has
      full corporate power and authority to enter into and perform its
      obligations under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Massachusetts 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 Allmerica Asset Management, 440 Lincoln Street,
Worcester, MA 01653, Attention: John Nunley (or to such other address as the
Seller may designate in writing).

            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.

                                       FIRST ALLMERICA FINANCIAL
                                       LIFE INSURANCE COMPANY

                                       By: ___________________________________
                                           Name:
                                           Title:


                                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.

                                       By: ___________________________________
                                           Name:
                                           Title:


<PAGE>
                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                       Cut-off
                                                                       Date          Original
Loan                                                                   Principal     Principal                        Property
Seller   Tab No   Property Name                                        Balance       Balance       Property City      State
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>                                                  <C>           <C>           <C>                   <C>
FAFLIC     16     Union Bank Building                                  $14,645,073   $15,750,000   Beverly Hills         CA
FAFLIC     41     Trico Saturn I                                        $2,257,683    $2,661,996   Brea                  CA
FAFLIC     42     Trico Saturn II                                       $2,020,032    $2,381,786   Brea                  CA
FAFLIC     43     Trico Lambert Center                                  $2,673,572    $3,152,364   Brea                  CA
FAFLIC     44     Trico Collins                                           $698,099      $823,117   Orange                CA
FAFLIC     45     Trico Eckhoff                                           $831,778      $980,736   Orange                CA
FAFLIC     53     Shaw's Plaza                                          $7,080,112    $8,300,000   New Britain           CT
FAFLIC     65     Ivystone Apartments - Phase II & III                  $6,136,983    $6,600,000   Chesapeake            VA
FAFLIC     70     Providence Office Building                            $5,797,554    $6,000,000   Charlotte             NC
FAFLIC     78     Interwest Corporate Center                            $4,519,668    $5,100,000   Portland              OR
FAFLIC     79     Rockridge Market Hall                                 $4,465,230    $5,800,000   Oakland               CA
FAFLIC     80     Weatherstone North Townhouses                         $4,470,496    $4,850,000   Southfield            MI
FAFLIC     83     Geary Avenue Warehouse Building                       $4,243,643    $4,500,000   Santa Fe Springs      CA
FAFLIC     86     1900 North Beauregard Office Building                 $3,949,220    $4,150,000   Alexandria            VA
FAFLIC     89     PBM Graphics Building                                 $3,670,895    $4,200,000   Greensboro            NC
FAFLIC     92     435-437 Creamery Way                                  $3,515,566    $4,000,000   Exton                 PA
FAFLIC     95     The Marietta Apartments                               $3,084,852    $3,250,000   Beverly Hills         CA
FAFLIC     97     The Palm Regency Apartments                           $2,942,476    $3,100,000   Beverly Hills         CA
FAFLIC     98     425 Fortune Boulevard                                 $2,899,407    $3,200,000   Milford               MA
FAFLIC    102     Grassmere Business Park                               $2,707,645    $2,850,000   Nashville             TN
FAFLIC    103     Sherwood Business Center                              $2,648,296    $2,800,000   Sherwood              OR
FAFLIC    106     Post Oak Hills Apartments                             $2,390,118    $2,600,000   Houston               TX
FAFLIC    107     1825 South Acacia Avenue                              $2,343,495    $2,465,000   Compton               CA
FAFLIC    108     La Palma Business Park                                $2,253,404    $2,650,000   Anaheim               CA
FAFLIC    109     Weatherstone South Townhouses                         $2,166,117    $2,350,000   Southfield            MI
FAFLIC    110     11260 Wiehle Avenue                                   $2,089,902    $2,400,000   Reston                VA
FAFLIC    113     223 Lasky Drive, 9904-12 and 9920-22 Robbins Drive    $1,762,639    $1,860,000   Beverly Hills         CA
FAFLIC    114     2263 Fox Hills Drive                                  $1,592,061    $1,680,000   Los Angeles           CA
</TABLE>

------------------------------------------------------
Loan        Tab No  Property  Primary        Master
Seller              zip code  Including      Servicing
                              Correspondent  Fee
------------------------------------------------------
FAFLIC        16     90212           0.500       3.7
FAFLIC        41     92821           0.500       3.7
FAFLIC        42     92821           0.500       3.7
FAFLIC        43     92821           0.500       3.7
FAFLIC        44     92867           0.500       3.7
FAFLIC        45     92867           0.500       3.7
FAFLIC        53     06053           0.500       3.7
FAFLIC        65     23320           0.500       3.7
FAFLIC        70     28235           0.500       3.7
FAFLIC        78     97201           0.500       3.7
FAFLIC        79     94618           0.500       3.7
FAFLIC        80     48034           0.500       3.7
FAFLIC        83     90670           0.500       3.7
FAFLIC        86     22311           0.500       3.7
FAFLIC        89     27235           0.500       3.7
FAFLIC        92     19341           0.500       3.7
FAFLIC        95     90212           0.500       3.7
FAFLIC        97     90212           0.500       3.7
FAFLIC        98     01757           0.500       3.7
FAFLIC        102    37211           0.500       3.7
FAFLIC        103    97140           0.500       3.7
FAFLIC        106    77056           0.500       3.7
FAFLIC        107    90220           0.500       3.7
FAFLIC        108    92807           0.500       3.7
FAFLIC        109    48034           0.500       3.7
FAFLIC        110    20190           0.500       3.7
FAFLIC        113    90212           0.500       3.7
FAFLIC        114    90064           0.500       3.7



<PAGE>


                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                (FIRST ALLMERICA)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) With respect to the Weatherstone North Townhouses Loan, Loan No.
80, the Weatherstone South Townhouses Loan, Loan No. 109, and the Lasky Drive
Loan, Loan No. 113, (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.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, (ii) the improvements for the Mortgaged
Property are insured against earthquake damage or (iii) with respect to the
Union Bank Building Loan, Loan No. 16, the Marietta Apartments Loan, Loan No.
95, the Palm Regency Loan, Loan No. 97 and the Lasky Drive Loan, Loan No. 113,
the Mortgaged Property will not suffer damage due to an earthquake such that the
value, use or operations of such Mortgaged Property is materially and adversely
affected. With respect to each Mortgaged Property such Mortgaged Property is,
and at origination the Seller received evidence that such Mortgaged Property
was, required pursuant to the related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Tenant Issues. With respect to the Post Oak Hills Apartments
Loan, Loan No. 106 at least 90% of the Mortgaged Property is occupied.

            46. Lease Issues. With respect to the Weatherstone South Apartments
Loan, Loan No. 109 (a) the related Mortgaged Property is (i) free and clear of
any damage that would materially and adversely affect its value as security for
such Mortgage Loan; and (ii) in good repair and condition so as not to
materially and adversely affect its value as security for such 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 such Mortgage Loan.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Selection of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.


<PAGE>

                Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY:  Not applicable.



<PAGE>

                Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY:  None.



<PAGE>

                Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY: Loan No. 16 - Union Bank Building; Loans 30
through 38 - Roslyn Portfolio; Loan No. 39 - Two Town Center (C); Loan No. 40 -
Three Town Center (C); Loan 74 - Drum Hill Technology Center - Building 8; Loan
86 - 1900 North Beauregard Office Building; Loan No. 90 - 3640 Northgate
Boulevard; Loan No. 92 - 435-437 Creamery Way; and Loan No. 98 - 425 Fortune
Boulevard.


<PAGE>

                Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY AND ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY: Loan No. 16 - Union Bank Building; Loan Nos. 41
through 45 - Trico Portfolio; Loan No. 55 - Peachtree Palisades West Office
Building; Loan No. 57 - Zinfandel Plaza; Loan Nos. 58 through 63 - Wubben
Portfolio; Loan No. 65 - Ivystone Apartments - Phase II & III; Loan No. 74 -
Drum Hill Technology Center - Building 8; Loan No. 77 - 53 Cardinal Drive; Loan
No. 80 - Weatherstone North Townhouses; Loan No. 89 - PBM Graphics Building;
Loan No. 91 - Phillips Building; Loan No. 94 - Acton Woods Plaza; Loan No. 95 -
The Marietta Apartments; Loan No. 97 - The Palm Regency Apartments; Loan No. 98
- 425 Fortune Boulevard; Loan No. 101 - DiPaolo Center; Loan No. 102 - Grassmere
Business Park; Loan No. 103 - Sherwood Business Center; Loan No.105 - 1025 16th
Avenue South; Loan No. 106 - Post Oak Hills Apartments; Loan No. 108 - La Palma
Business Park; Loan No. 109 - Weatherstone South Townhouses; Loan No. 110 -
11260 Wiehle Avenue; Loan No.112 - Portwall Distribution Facility; and Loan No.
113 - 223 Lasky Drive, 9904-12 and 9920-20 Robbins Drive.

<PAGE>


                                   Schedule A

                 Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the applicable Seller with
respect to the Mortgage Loans identified in these exceptions.

I.    With respect to representation number 14 (Insurance), the seismic reports
for the following Mortgage Loans indicated a PML of 20% or greater: (a) Loan
Nos. 41 through 45. Trico Portfolio; (b) Loan No. 107. 1825 South Acacia Avenue;
and (c) Loan No. 114. 2263 Fox Hills Drive.

II.   The following Mortgage Loans are exceptions to representation number 30
(Junior Liens).

      A. Loan No. 48. The Willows of Wheaton Apartments. The Mortgagor is
permitted to obtain additional secured subordinate financing upon satisfaction
of certain conditions specified in the loan documents. The Mortgagor has issued
a series of additional notes in the approximate aggregate principal balance of
$3,875,000 to its limited partners, of which $600,000 is secured by a
subordinate lien on the Mortgaged Property. The interest rate for these
additional notes is 11% and their maturity date is the earlier of the sale of
the mortgaged property or the maturity of the Mortgage Loan. The Mortgagor is
also permitted to provide subordinate purchase money financing upon an approved
sale of the Mortgaged Property upon satisfaction of certain conditions in the
loan documents.

      B. Loan No. 55. Peachtree Palisades West Office Building. The Mortgagor is
permitted to obtain additional unsecured financing upon satisfaction of certain
conditions specified in the loan documents.

      C. Loan No. 79. Rockridge Market Hall. The Mortgagor is permitted to
obtain additional secured subordinate financing from an institutional lender
upon satisfaction of certain conditions specified in the loan documents.

<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      None.


<PAGE>


                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.

Witnessed by:                          [SELLER]



___________________________            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 3

                               PRICING FORMULATION

            Purchase Price                   $105,845,056.79


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1.    PARTIES. The parties to this Bill of Sale are the following:

                  Seller:     First Allmerica Financial Life Insurance Company
                  Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2.    SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3.    PURCHASE PRICE. The amount and other consideration set forth
on Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4.    DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.

SELLER:                                FIRST ALLMERICA FINANCIAL LIFE
                                       INSURANCE COMPANY



                                       By: ___________________________________
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER CAPITAL I INC.



                                       By: ___________________________________
                                           Name:
                                           Title:


<PAGE>


                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV
                                    (LINCOLN)


<PAGE>
                                                                  EXECUTION COPY


                        MORTGAGE LOAN PURCHASE AGREEMENT
                                 (LINCOLN LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between Lincoln Realty Capital Corporation (the "Seller"), and
Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 the State of Indiana. 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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
ore 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 Indiana 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 Indiana 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 Indiana 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 Lincoln Realty Capital Corporation, c/o Delaware
Lincoln Investment Advisors, Real Estate Department, 200 East Berry Street, Fort
Wayne, IN 46802, Attention: Mortgage Loan Administration/Servicing (or to such
other address as the Seller may designate in writing) with copies to the
attention of Law Department - Real Estate Section.

            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.


                                       LINCOLN REALTY CAPITAL CORPORATION



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                               Cut-off Date    Original
                                                                 principal     principal      Property        Property     Property
Loan Seller        Tab No            Property Name                balance       balance         city           state       zip code
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>    <C>                                <C>            <C>            <C>                 <C>         <C>
Lincoln National      1     Town Center Plaza                  $54,478,890    $55,500,000    Leawood             KS          66209
Lincoln National      4     Turtle Creek Mall                  $32,411,035    $35,000,000    Hattiesburg         MS          39402
Lincoln National      5     Marina Village                     $32,035,885    $33,600,000    Alameda             CA          94501
Lincoln National     14     Airport Corporate Center           $15,988,182    $16,500,000    Oakland             CA          94621
Lincoln National     15     Courtland Park Apartments          $14,887,404    $16,800,000    Arlington           VA          22201
Lincoln National     18     Sutter Square                      $13,081,240    $13,500,000    Concord             CA          94520
Lincoln National     19     Gateway Square and 60 Main Street   $7,302,425     $7,899,623    Burlington          VT          05401
Lincoln National     20     The Park Plaza                      $4,899,677     $5,300,377    Burlington          VT          05401
Lincoln National     22     Union Square Shopping Center       $11,106,260    $13,700,000    New Castle          PA          16101
Lincoln National     66     Northpark Business Park             $4,587,098     $4,932,329    Covington           LA          70433
Lincoln National     67     Northpark Service Center            $1,295,818     $1,393,343    Covington           LA          70433
Lincoln National     68     Park Place                            $162,127       $174,329    Covington           LA          70433
Lincoln National     72     Bell Ranch Business Park            $5,507,963     $5,700,000    Santa Fe Springs    CA          90670




<CAPTION>

---------------------------------------------------
                         Primary        Master
                        Including     Servicing
Loan Seller           Correspondent      Fee
---------------------------------------------------
<S>                       <C>            <C>
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
</TABLE>



<PAGE>


                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                    (LINCOLN)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Section of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.



<PAGE>


                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            LINCOLN REALTY CAPITAL CORPORATION: Not applicable.


<PAGE>


                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            LINCOLN REALTY CAPITAL CORPORATION: Loan No. 1. Town Center Plaza;
and Loan No. 4. Turtle Creek Mall.


<PAGE>


                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

            LINCOLN REALTY CAPITAL CORPORATION: Loan No. 1 - Town Center Plaza;
Loan No. 4 - Turtle Creek Mall; Loan No. 5 - Marina Village; Loan No. 14 -
Airport Corporate Center; and Loan No. 18 - Sutter Square.


<PAGE>


                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

            LINCOLN REALTY CAPITAL CORPORATION: None.


<PAGE>

                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            I. The following Mortgage Loans are exceptions to representation
number 6 (Mortgage Status; Waivers and Modifications).

            A. Loan No. 5. Marina Village. By letter dated October 19, 2001, the
lender modified the Mortgage Loan to establish objective criteria for the
substitution of collateral provision.

            B. Loan No. 22. Union Square Shopping Center. The Mortgagor made two
partial prepayments of $360,000 in connection with the lender's release and the
Mortgagor's subsequent sale of out lot 4 and lot 2. Beginning on January 10,
2001, the monthly installments due under the note were reduced to $105,746.01.

            II. The following Mortgage Loans are exceptions to representation
number 7 (Condition of Property; Condemnation).

            A. Loan Nos. 19 and 20. Gateway Portfolio. A parking garage on the
premises requires substantial repairs.

            III. The following Mortgage Loan is an exception to representation
number 14 (Insurance).

            A. Loan No. 22. Union Square Shopping Center. Lender has granted
permission for Wal-Mart and McDonald's to self-insure fire and extended
insurance per the terms of their leases subject to the following: (i) tenant
will execute a letter to lender confirming that it has elected to self-insure;
(ii) tenant will furnish to lender a statement of its net worth, upon written
request of lender, if at any time it is not a publicly held company; (iii) if,
at any time, the tenant's net worth is less than $100,000,000 or if the Indiana
Insurance Commissioner challenges or objects to it being self-insured, Mortgagor
will obtain policies of insurance as required or repay the indebtedness without
prepayment premium; and (iv) as each tenant may elect to self-insure, lender
will be relying on the credit of such tenant and all arrangements regarding
self-insurance must involve the credit of and obligations of each tenant, in a
manner satisfactory to lender.

            IV. The following Mortgage Loans are exceptions to representation
number 25 (Releases of Mortgaged Property).

            A. Loan No. 5. Marina Village. The Mortgagor has the right to
transfer its interest in the portion of the Marina Village Property known as
Marina Village Shopping Center to a third party. In such event, the Mortgagor
may either prepay a specified portion of the loan along with the applicable
prepayment premium or provide a substitute mortgaged property meeting certain
criteria specified in the loan documents.

            B. Loan Nos. 19 and 20. Gateway Portfolio. The Mortgagor may after
February 1, 2003, obtain a release of either of the Mortgaged Properties from
the lien of the Mortgage upon satisfaction of certain conditions specified in
the loan documents.

            V. The following Mortgage Loans are exceptions to representation
number 30 (Junior Liens).

            A. Loan Nos. 66, 67 and 68. Northpark Portfolio. The Mortgagor was
permitted to obtain additional secured subordinate financing up to $500,000,
which, in accordance with local practice, is secured by a $750,000 second
mortgage.

            VI. The following Mortgage Loan is an exception to representation
number 37 (Underwriting Policies).

            A. Loan No. 4. Turtle Creek Mall. This Mortgage Loan was originated
by CIGNA for its portfolio in November 1995. In January 1998, Lincoln acquired
70 mortgages totaling $1.4 billion from CIGNA as part of a large corporate
transaction. This Mortgage Loan was part of that larger transaction. Prior to
acquiring the Mortgage Loan, Lincoln performed a detailed underwriting and
analysis, reviewed the loan documentation, and performed a site inspection of
the Mortgaged Property.

            VII. The following Mortgage Loan is an exception to representation
number 47 (Confidentiality).

            A. Loan No. 22. Lincoln Square Shopping Center. The loan documents
provide: "Notwithstanding anything to the contrary contained herein, Lender
acknowledges and agrees that prior to disclosing E. Stanley Kroenke's financial
statements to a purchaser or prospective purchaser of the Loan, Lender will
obtain a confidentiality agreement from such purchaser or prospective purchaser
pursuant to which such person or entity agrees to keep such financial statements
and the substance thereof, confidential."
<PAGE>


                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      None


<PAGE>


                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.


Witnessed by:                          [SELLER]



                                       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 3

                               PRICING FORMULATION

                Purchase Price                     $211,503,123.92


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:     Lincoln Realty Capital Corporation
               Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                LINCOLN REALTY CAPITAL CORPORATION



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



<PAGE>


                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V
                                     (MONY)



<PAGE>



                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (MONY LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between MONY Life Insurance Company (the "Seller"), and Morgan
Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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 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 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 stock
      life insurance company organized under the laws of the State of New York
      in good standing under the laws of the State of Indiana. 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860 G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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
ore 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 KPMG, 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 October 12, 2001.

            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:
Mortgage Loan Adversaries tritium/Servicing Andrew Berman, with a copy to
Gregory Walker, Esq. (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
MONY Life Insurance Company, 10475 Park Meadows Drive, Suite 500, Littleton, CO
80124, Attention: Mortgage Administration (or to such other address as the
Seller may designate in writing) with copies to the attention of Law
Department--Real Estate Section.

            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.


                                       MONY LIFE INSURANCE COMPANY



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                               Cut-off Date   Original                                          Primary      Master
                                                 principal    principal     Property     Property  Property    Including   Servicing
Loan Seller  Tab No       Property Name           balance      balance        city         state   zip code  Correspondent    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>                       <C>          <C>          <C>                <C>      <C>         <C>          <C>
MONY             8   Huntington Quadrangle I   $20,973,534  $22,000,000  Huntington         NY       11747       7.000        1.8
MONY            21   Arthur Andersen Bldg.     $12,190,381  $12,400,000  Phoenix            AZ       85008       7.000        1.8
MONY            24   Commerce Center           $10,887,306  $11,500,000  North Brunswick    NJ       08902       7.000        1.8
MONY            47   Skechers USA               $7,799,894   $7,850,000  Ontario            CA       91761       7.000        1.8
MONY            54   Uintah Gardens S.C.        $6,973,472   $7,100,000  Colorado Springs   CO       80904       7.000        1.8
MONY            71   Haggerty Corporate Ctr     $5,718,928   $5,800,000  Novi               MI       48377       7.000        1.8
MONY            99   Cerritos Industrial        $2,866,981   $2,970,000  Cerritos           CA       90703       7.000        1.8
MONY           100   Fullerton Industrial       $2,751,161   $2,850,000  Fullerton          CA       92831       7.000        1.8
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                     (MONY)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) With respect to the Fullerton Industrial Loan, Loan No. 100, (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.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Selection of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.


<PAGE>


                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            MONY LIFE INSURANCE COMPANY: Loan No. 54 - Uintah Gardens S.C. MONY
Life Insurance Company has obtained a secured creditor impaired property policy
covering selected environmental matters which was issued by AIG Environmental, a
division of American International Companies.


<PAGE>


                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            MONY LIFE INSURANCE COMPANY: None.


<PAGE>


                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

            MONY LIFE INSURANCE COMPANY: Loan No. 8 - Huntington Quadrangle I;
Loan No. 21 - Arthur Andersen Bldg.; Loan No. 24 - Commerce Center; and Loan No.
47 - Sketchers USA.


<PAGE>


                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

            MONY LIFE INSURANCE COMPANY: Loan No. 47 - Skechers USA; and Loan
No. 71 - Haggerty Corporate Ctr.


<PAGE>


                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            I. The following is an exception to representation number 6
(Mortgage Status; Waivers and Modifications), in particular that no Mortgage has
been subordinated in whole or in material part:

            A. Loan No. 71. Haggerty Corporate Center. Although not deemed by
Seller to be material, the Mortgage has been subordinated to that certain Public
Utilities Easement recorded July 7, 2001 as Document 217589 in the records of
Oakland County, Michigan as required by the City of Novi in connection with
providing utilities to the subject Mortgaged Property.

            II. The following are exceptions to representation number 12
(Environmental Conditions), in particular the representation that for Mortgaged
Properties for which the Environmental Report was prepared prior to July 1,
1999, no Hazardous Material is present on such Mortgaged Property:

            A. Loan No. 54. Uintah Gardens Shopping Center. Although no evidence
of contamination was found, the Phase I environmental report prepared at the
time of loan origination prior to April 1, 2000, recommended further testing be
done solely due to the fact that a dry cleaners was located on the property
approximately 12 years before. In lieu of further testing, MONY purchased a
Secured Creditor Impaired Property Insurance Policy with AIG Environmental,
policy no. 778-87-25 with an effective date of September 1, 2001 to September 1,
2017, which insures the holder of the Mortgage Loan against loss due to the
environmental condition of the Mortgaged Property as provided in the Policy.

            B. Loan No. 100. Fullerton Industrial. The Phase I environmental
report prepared at the time of loan origination prior to April 1, 2000
recommended that soil and groundwater testing be done on the subject property
where an underground storage tank had been removed and a water well or sump was
located. Another engineering company was retained to conduct the Phase II
testing which concluded that no soil and groundwater testing was necessary in
the area of the of the well/sump but did test the area of the removed storage
tank with negative results.

            III. The following are exceptions to representation number 36
(Non-Recourse Exceptions), in particular that all Mortgage Loans have
non-recourse carve-outs that are recourse to natural persons:

            A. Loan No. 8. Huntington Quadrangle I. The Mortgagor is not a
natural person and there is no carve-out guarantor.

            B. Loan No. 47. Sketchers USA. The carve-out guarantor is Sketchers
USA, Inc.

            C. Loan No. 24. Commerce Center. The carve-out guarantor is Berwind
Property Group, Inc.

            D. Loan No. 21. Arthur Andersen Building. The carve-out guarantor is
Noffsinger Manufacturing Co., Inc.

            III. The following are exceptions to representation number 47
(Confidentiality), specifically that there are no loan document provisions which
restrict the dissemination, or require the confidentiality, of information
regarding any Mortgagor, Mortgagor principal, guarantor of Mortgaged Property:

            A. Loan No. 47. Sketchers USA. Section 4.2 of the Limited Guaranty
for this loan provides that Seller shall not disclose the financial statements
of the Guarantor, Sketchers USA, Inc., to third parties that are not required to
maintain the confidentiality thereof, unless and until the same have been
disclosed to the general public.


<PAGE>


                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      None


<PAGE>



                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.


Witnessed by:                          [SELLER]



                                       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 3

                               PRICING FORMULATION

               Purchase Price                      $76,592,675.64


<PAGE>


                                    EXHIBIT 4

                                  BILL OF SALE

            1. PARTIES. The parties to this Bill of Sale are the following:

               Seller:     MONY Life Insurance Company
               Purchaser:  Morgan Stanley Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                MONY LIFE INSURANCE COMPANY



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:




<PAGE>


                                   EXHIBIT K-6

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                  (NATIONWIDE)



<PAGE>



                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT
                               (NATIONWIDE LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between Nationwide Life Insurance Company (the "Seller"), and
Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 under the laws of the State of Ohio in good
      standing under the laws of the State 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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
ore 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 Ohio 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 1-34-03
(or to such other address as the Seller may designate in writing) 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 DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Cut-off Date     Original
                                                                     principal      principal
Loan Seller   Tab No              Property Name                       balance        balance    Property city       Property state
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>                                          <C>            <C>            <C>                      <C>
Nationwide      10     Las Colinas Distribution Center              $4,122,810     $4,161,826     Irving                   TX
Nationwide      11     Crossroads I & II                            $4,856,530     $4,902,489     Dallas                   TX
Nationwide      12     North Great Southwest Distribution Center    $7,861,291     $7,935,685     Grand Prairie            TX
Nationwide      23     Sugarloaf Crossings Shopping Center         $11,069,652    $11,500,000     Lawrenceville            GA
Nationwide      25     Perimeter Center                            $10,176,235    $11,000,000     Dublin                   OH
Nationwide      27     Timberlin Village                            $9,457,929    $11,000,000     Jacksonville             FL
Nationwide      28     Horizon Center                               $9,446,806     $9,500,000     Brentwood                TN
Nationwide      29     Douglas Centre                               $8,958,220    $10,500,000     Coral Gables             FL
Nationwide      46     Madison Square Shopping Center               $8,382,806     $8,500,000     Rochester                PA
Nationwide      49     Newmark V, VI, VII                           $7,692,837     $9,559,324     Miamisburg               OH
Nationwide      56     Slater Nichols Industrial Park               $6,454,843     $7,400,000     Huntington Beach         CA
Nationwide      64     Tree Trail Shopping Center                   $6,205,887     $6,600,000     Norcross                 GA
Nationwide      69     Sorrento Square                              $5,951,675     $3,750,000     San Diego                CA
Nationwide      73     Town Center Shopping Center                  $5,070,484     $5,800,000     Jacksonville             FL
Nationwide      75     Biltmore Plaza Shopping Center               $4,983,659     $6,000,000     Phoenix                  AZ
Nationwide      76     51-53 Hook Road                              $4,824,967     $5,150,000     Bayonne                  NJ
Nationwide      82     Newmark Buildings VIII and IX                $4,371,034     $5,258,538     Miamisburg               OH
Nationwide      84     Indian Creek Shopping Center                 $4,204,567     $5,000,000     Overland Park            KS
Nationwide      87     Kaufman Container Warehouse                  $3,933,123     $5,100,000     Valley View              OH
Nationwide      88     Parkway Pointe Shopping Center               $3,703,635     $4,300,000     Cary                     NC
Nationwide      93     Northside Plaza Shopping Center              $3,337,429     $3,950,000     Aiken                    SC
Nationwide      96     Walter Reed Plaza                            $3,035,234     $3,200,000     Gloucester               VA



<CAPTION>
-----------------------------------------------------------
                                  Primary       Master
                 Property zip    Including    Servicing
Loan Seller          code      Correspondent     Fee
-----------------------------------------------------------
<S>                  <C>           <C>           <C>
Nationwide           75038         5.000         2.9
Nationwide           75238         5.000         2.9
Nationwide           75050         5.000         2.9
Nationwide           30044         5.000         2.9
Nationwide           43017         7.140         2.9
Nationwide           32256         7.140         2.9
Nationwide           37027         7.370         2.9
Nationwide           33134         7.140         2.9
Nationwide           15074         8.240         2.9
Nationwide           45342         7.310         2.9
Nationwide           92647         9.230         2.9
Nationwide           30093         6.090         2.9
Nationwide           92121        10.000         2.9
Nationwide           32246        10.000         2.9
Nationwide           85016        10.000         2.9
Nationwide           07002        10.000         2.9
Nationwide           45342        10.000         2.9
Nationwide           66212        10.000         2.9
Nationwide           44125        10.000         2.9
Nationwide           27513        10.000         2.9
Nationwide           29801        10.000         2.9
Nationwide           23061        10.000         2.9
</TABLE>


<PAGE>



                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                  (NATIONWIDE)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) With respect to the Newmark Loan, Loan No. 49, (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.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.


            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Selection of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.


<PAGE>


                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            NATIONWIDE LIFE INSURANCE COMPANY: Not applicable.


<PAGE>


                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            NATIONWIDE LIFE INSURANCE COMPANY: Loan No. 27. Timberlin Village;
Loan No. 29. Douglas Centre; and Loan No. 73. Town Center Shopping Center.


<PAGE>


                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

            NATIONWIDE LIFE INSURANCE COMPANY: Loan No. 25 - Perimeter Center
and Loan No. 29 Douglas Centre.


<PAGE>


                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

            NATIONWIDE LIFE INSURANCE COMPANY:  None.


<PAGE>


                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            I. The following Mortgage Loans are exceptions to representation
number 12 (Environmental Conditions), in particular the representation regarding
Environmental Conditions:

            A. Loan No. 49: Newmark V, VI, and VII. The EMG environmental report
prepared prior to this securitization requested documentation that two
underground storage tanks were removed in the late 1980s. The report that
pertains to the removal of the tanks and subsequent testing was called the
Browser-Morner report. At origination of this Mortgage Loan, HOK/K prepared an
environmental phase I report on March 13,1996 which references a previous
assessment by Qsource Environmental Services, Inc. that referenced the
Browser-Morner report. According to the HOK/K report, the Browser-Morner report
indicated that the tanks were removed and all of the analytical results were
within the maximum regulatory levels.

            B. Loan No. 75: Biltmore Plaza Shopping Center. At origination of
this Mortgage Loan, a phase I was performed that required a phase II be
prepared. The phase II report was ordered, received and reviewed prior to
origination of the Mortgage Loan. At that time, the dry cleaning activity
on-site had already ceased and no problems above regulatory limits were noted.
Prior to this securitization, EMG performed an updated phase I and also
recommended a Phase II report be performed. Nationwide is relying on the
original phase II report, which indicates that contamination levels are within
regulatory levels.

            C. Loan No. 84: Indian Creek Shopping Center. There is a dry cleaner
related environmental issue at the site. The Kansas Dry Cleaning Trust Fund
program has been set up and will assist in the remediation of the site. In
addition, the Mortgage Loan is fully recourse to Stanley Goldberg and Geraldine
Goldberg, until such time as the indebtedness is fully paid or until such time
as the Mortgagor provides lender with reasonable documentation that no further
remedial action, removal, or clean-up is required regarding this issue.

            II. The following Mortgage Loan is an exception to representation
number 29 (Local Law Compliance), in particular the representation that there
are no violations of any applicable zoning ordinance, building codes and land
laws applicable to the Mortgaged Property or the use and occupancy thereof:

            A. Loan No. 29: Douglas Centre. Based upon evidence on the
inspection report, survey and the applicable zoning regulations, the Mortgaged
Property does not meet the zoning code in regard to property setback
requirements. Zoning 3.1 endorsements are not legal in Florida; therefore, was
not obtained. The Mortgagor and indemnitor have signed a specific
indemnification agreement with the lender in regards to the setback violations.

            III. The following Mortgage Loan is an exception to representation
number 30 (Junior Liens), in particular the representation that the Seller has
no knowledge of any junior liens encumbering the Mortgaged Property:

            A. Loan No. 82: Newmark VIII and IX. On March 14, 2001, Nationwide
approved a junior lien of $1,200,000. The lender is The Provident Bank, Dayton,
Ohio, the interest rate is based upon Prime plus one percent, and the loan is
subordinate to the original mortgage.

            IV. With respect to representation number 42 (Single Purpose
Entity): None of the Mortgagors are Single Purpose Entities. Although some of
the borrowing entities of the Mortgage Loans may be special purpose entities,
Nationwide's loan documents do not require the entity to be special purpose;
therefore, these entities may have acquired additional properties since the time
of origination.


<PAGE>


                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)


                                      None


<PAGE>



                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.


Witnessed by:                          [SELLER]



                                       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 3

                               PRICING FORMULATION

                Purchase Price                     $148,954,458.74


<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 Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                NATIONWIDE LIFE INSURANCE COMPANY



                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:




<PAGE>


                                   EXHIBIT K-7

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VII
                                     (TIAA)



<PAGE>



                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (TIAA LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 17, 2001, between Teachers Insurance and Annuity Association of America
(the "Seller"), and Morgan Stanley Dean Witter 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"), to be dated as of October 1, 2001, between the Purchaser,
as depositor, CapMark Services, L.P., as master servicer (the "Master
Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer"), and Wells Fargo Bank Minnesota, N.A., as trustee, paying
agent and certificate registrar (the "Trustee"). In exchange for the Mortgage
Loans and certain other mortgage loans to be purchased by the Purchaser
(collectively the "Other Mortgage Loans"), the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-IQ (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 and Class B Certificates (the
"Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Salomon Smith Barney Inc. (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 17, 2001 (the "Underwriting Agreement"), and
the Class X-1, Class X-2, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class R-I, Class R-II and
Class R-III Certificates (the "Private Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Salomon
Smith Barney Inc. (the "Initial Purchasers") pursuant to a Certificate Purchase
Agreement, between the Purchaser and the Initial Purchasers, dated October 17,
2001 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated October 9,
2001, as supplemented by a Prospectus Supplement dated October 17, 2001
(together, the "Prospectus Supplement"), and the Initial Purchasers will offer
the Private Certificates for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum dated October 17, 2001 (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
October 2001. 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 $713,024,371. The sale of the Mortgage Loans shall take place on
October 24, 2001 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 D in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the Trustee
and, in the event of the failure or incapacity of the Trustee, the Master
Servicer and 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 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 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, 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 "Pay to the order of Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-IQ, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit, with a copy of the Mortgage Note attached thereto;

            (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 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the 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, 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 45th 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
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-IQ";

            (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 45th 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, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (i) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (ii) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "Wells Fargo Bank
Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-IQ," which assignment
may be effected in the related Assignment of Mortgage;

            (g) The original 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, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

            (l) The original of each letter of credit relating to the Mortgage
Loan (other than letters of credit representing tenant security deposits which
have been collaterally assigned to the lender and its successors and assigns),
with evidence demonstrating that beneficial ownership of such letter of credit
has been transferred to the Trustee, on behalf of the Trust, as the party with
the right to make draws on such letter of credit, subject to its terms;

            (m) The original environmental indemnity agreement, if any, related
to any Mortgage Loan;

            (n) Third-party management agreements for hotels and mortgage
properties with a Cut-Off Date balance equal to or greater than $20,000,000;

            (o) Any Environmental Insurance Policy; and

            (p) Any indemnification agreement in favor of the lender.

            "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 Director, 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 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, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 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 promptly upon receipt 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.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee 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 45th day after the Closing Date.

            The documents required to be delivered to or on the behalf of the
Master Servicer 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
Borrower/sponsor and any guarantors, any letters of credit and any Environmental
Insurance Policies. 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 45 days following the Closing Date. The Seller shall
deliver to the Special Servicer a copy of each Mortgage File to the extent that
(i) such copy has not previously been delivered to the Special Servicer and (ii)
the Special Servicer requests (in writing) such copy within 180 days following
the Closing Date. The Seller shall deliver such copy within a reasonable period
following such request by the Special Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as 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, each 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, each 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 and annuity company organized
      under the laws of the State of New York in good standing under the laws of
      the State 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
      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 October 17, 2001,
      between the Seller, the Purchaser, the Underwriters and the Initial
      Purchasers (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.

            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 Purchasers 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, 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 parties 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 then a Specially Serviced
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a
monetary default or as described in clause (ii) or clause (v) of the definition
of "Servicing Transfer Event" 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. In addition, following the date on which
such document is required to be delivered pursuant to Section 2, 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; (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); (c) the absence from
the Mortgage File of the original Title Insurance Policy or an original binder
as required by Section 2(h); and (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
true and correct copy of the intervening assignments together with an Officer's
Certificate or certification as required by Section 2(c). 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 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 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 to which such defect relates with a
Qualifying Substitute Mortgage Loan and, if applicable, pay an amount equal to
the excess of the applicable Purchase Price for the Mortgage Loan to be replaced
(calculated as if it were to be repurchased instead of replaced), over the
unpaid principal balance of the applicable Qualifying Substitute Mortgage Loan
as of the date of substitution, after application of all payments due on or
before such date, whether or not received. If such defect 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 date the Seller was notified of the defect or
breach; provided that delays as a result of recording office or UCC filing
office delays will not be subject to the 90 day limit. The Seller agrees that
any such substitution shall be completed in accordance with the terms and
conditions of the Pooling and Servicing Agreement.

            If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans in the Trust and (z) the
applicable document defect or breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to such 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 a breach, (A) 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 is not
less than 0.05x below the debt service coverage ratio set forth in Appendix II
to the Prospectus Supplement for all such other Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) and (2) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) is not greater than 5% more than the
loan-to-value ratio set forth in Appendix II to the Prospectus Supplement for
all such Mortgage Loans that are cross-collateralized and cross-defaulted with
one another (including the Affected Loans(s)), and (B) the Master Servicer
obtains an Opinion of Counsel at the expense of the related Seller to the effect
that the uncrossing of the Affected Loan, will not (i) disqualify the Trust from
qualifying as a real estate mortgage investment conduit under the provisions of
the Internal Revenue Code of 1986 (the "Code"); (ii) result in the imposition of
any tax on the Trust, including the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on contributions set forth in Code Section
860G(d); (iii) cause any remaining cross-collateralized Mortgage Loans to cease
to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3); or
(iv) result in a "significant modification" of any remaining
cross-collateralized Mortgage Loans within the meaning of Treasury Regulations
Section 1.860G-2(b). 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, or direct the Seller to, cause to be delivered to the Master
Servicer at the Seller's expense 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.

            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 Mortgage Loan, the Seller and
the Purchaser hereby agree to forebear 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 provision set forth in this paragraph. The
provisions of this 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 Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
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 a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and 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 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 three (3) Business Days with respect to the
purchase of such Mortgage Loan or REO Property to notify the Trustee or Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the 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 shall notify the related Seller of the discovery of
the Material Document Defect or Material Breach and the related Seller shall
have 90 days to correct or cure such Material Document Defect or Material Breach
or purchase the REO Property at the Purchase Price. If the related Seller fails
to correct or cure the Material Document Defect or Material Breach or purchase
the REO Property, then the provisions above regarding notice of offers related
to such REO Property and the related Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the related Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the related Seller otherwise accepts liability,
then, after the expiration of any applicable appeal period, but in no event
later than the termination of the Trust pursuant to Section 9.30 of the Pooling
and Servicing Agreement, 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 such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach in 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. 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, 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, including all related expenses up to
the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee, payable by the Seller or (ii) with respect to a determination
that related 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 representations and warranties set forth in the last sentence of
paragraph 25 and in paragraph 43 of Exhibit 2 attached hereto and, as a result,
the payments by a Mortgagor of a tax opinion associated with a substitution of
all or a portion of a Mortgaged Property, reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur any Additional Trust Expense, the Seller hereby
covenants and agrees to reimburse the Trust in an amount sufficient to avoid
such Additional Trust Expense. The parties hereto acknowledge that such
reimbursement shall be the Seller's sole obligation with respect to the breaches
discussed in the previous sentence.

            (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, 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, 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 (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 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 none of the Initial Purchasers shall 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 KPMG, 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 October 12, 2001.

            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 Gregory Walker, Esq. (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 (or to such other address as the Seller may designate
in writing) with copies to the attention of 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 DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



<PAGE>



                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Original
                                                                 Cut-off Date     principal    Property     Property   Property zip
Loan Seller   Tab No                Property Name             principal balance    balance       city         state       code
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>   <C>                                     <C>                <C>           <C>          <C>             <C>
TIAA             6    1410, 1420 & 1430 State H'way Route 206    $15,348,430     $11,600,000   Bedminster       NJ         07059
TIAA             7    Metro Office Center III                     $6,363,196      $5,700,000   West Windsor     NJ         08540
TIAA             9    Covina Town Square                         $19,851,114     $20,000,000   Covina           CA         91722
TIAA            13    Pacifica Court                             $16,387,039     $16,500,000   Irvine           CA         92618
TIAA            26    Vista Balboa Shopping Center                $9,728,371      $9,800,000   San Diego        CA         92111



<CAPTION>
----------------------------------------------

                  Primary        Master
                 Including     Servicing
Loan Seller    Correspondent      Fee
----------------------------------------------
<S>                <C>            <C>
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
</TABLE>



<PAGE>



                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS
                                     (TIAA)

            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, subsisting 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 (and reflected in the Mortgage
Loan Schedule). 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 reflected in the Mortgage Loan Schedule) and none of
the mortgage loans have been modified since August 8, 2001.

            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 prepared
on or after April 1, 2000, other than as disclosed in such property inspection
report or Certificate of Substantial 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 remaining Mortgaged Properties for which
property inspection reports or Certificates of Substantial Completion were
prepared prior to April 1, 2000, (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 (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, including type, use and tenants ("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 April 1, 2000, 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 April 1, 2000, (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) Reserved.

            (d) Each Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.

            (e) 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, and at origination the Seller
received evidence that such Mortgaged Property was, required pursuant to the
related Mortgage to be, 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 Usury Laws. Each Mortgage Loan complied with 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.1.1001-3 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 in any of paragraphs 3, 7, 12, 14, 15, 16, 17, 18, 22 and 30 of this
Exhibit 2.

            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 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 mortgage). Each Mortgaged Property will qualify as
"Foreclosure Property" if obtained by foreclosure.

            39. Reserved.

            40. Prepayment Penalties. Each prepayment penalty 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.

            41. 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 be a "qualified mortgage" as such term is defined in
Section 860G(a)(3) of the Code.

            42. 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.

            43. Defeasance and Assumption Costs. The related Mortgage Loan
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.

            44. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            45. Reserved.

            46. Reserved.

            47. 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 Borrower, Borrower principal
or guarantor, which restrict the dissemination of information regarding any
Borrower, Borrower 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 Borrower, Borrower principal, guarantor or Mortgaged
Property as confidential.

            48. Section of Mortgage Loans by Seller. The Seller took no action
in selecting the Mortgage Loans for sale, assignment and transfer to the
Purchaser hereunder which to the Seller's knowledge would result in
delinquencies and losses on Mortgage Loans being materially in excess of
delinquencies and losses on the Seller's actual portfolio of commercial mortgage
loans.


<PAGE>


                 Schedule 1 to Mortgage Loan Purchase Agreement
                       (Environmental Insurance Policies)

            As required by representation number 12(e) (Environmental
Conditions), the following is a list of Mortgage Loans that are the subject of a
secured creditor impaired property policy or a commercial real estate pollution
liability policy:

            TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA: Loan No. 13 -
Pacifica Court. Teachers Insurance and Annuity Association of America has
obtained a claims-made, defense within limits, commercial real estate pollution
liability policy covering selected environmental matters which was issued by the
Gulf Insurance Group, a member of Citigroup.


<PAGE>


                 Schedule 2 to Mortgage Loan Purchase Agreement
                              (Windstorm Insurance)

            As required by representation number 14 (Insurance), the following
is a list of Mortgage Loans for which the applicable Seller received evidence at
origination that the related Mortgaged Property was insured by a fire and
extended perils insurance policy providing coverage for windstorm:

            TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA: None.


<PAGE>


                 Schedule 3 to Mortgage Loan Purchase Agreement
                         (Non-Natural Person Guarantors)

            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:

            TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA: Loan No. 9 -
Covina Town Square; and Loan No. 26 - Vista Balboa Shopping Center.


<PAGE>


                 Schedule 4 to Mortgage Loan Purchase Agreement
                            (Single Purpose Entities)

            As required by representation number 42 (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:

            TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA: Loan No. 6 -
1410, 1420 & 1430 State H'way Route 206 (B); Loan No. 7 - Metro Office Center
III (B); Loan No. 9 - Covina Town Square; and Loan No. 26 - Vista Balboa
Shopping Center.


<PAGE>


                                   Schedule A

                  Exceptions to Representations and Warranties

            The following exceptions are applicable with respect to the
representations and warranties in Exhibit 2 made by the Seller with respect to
the Mortgage Loans identified in these exceptions.

            I. The following Mortgage Loan is an exception to representation
number 6 (Mortgage Status; Waivers and Modifications).

            A. Loan No. 9. Covina Town Square. An amendment to the Ground Lease
has been prepared and has been verbally agreed to by the Ground Lessor, the Los
Angeles County Flood Control District, and is awaiting execution as of the date
hereof.

            II. The following Mortgage Loans are exceptions to representation
number 14 (Insurance).

            A. Loan No. 26. Vista Balboa Shopping Center. The seismic report
which was included as part of the engineer's report stated that if the Mortgaged
Property was subject to the Los Angeles code the building would need to be
reinforced at a cost of approximately $158,000 or there could be a potential
partial collapse; however, the engineer in its report stated that the property
is subject to the San Diego code which is where the property is located and that
the property therefore does not require any reinforcement work. No money was
reserved for any possible reinforcement work. Based upon the initial seismic
calculations required by TIAA (200 year) the PML on this property was no greater
than 20%. GMAC requested that a new calculation be performed on a 475 year
occurrence and the PML calculation changed to 22%.

            B. Loan No. 13. Pacifica Court. The Seller has obtained a
claims-made, defense within limits, commercial real estate pollution liability
policy covering selected environmental matters.

            III. The following Mortgage Loans are exceptions to representation
number 17 (Leasehold Estate).

            A. Loan No. 9. Covina Town Square. An amendment to the Ground Lease
has been prepared and has been verbally agreed to by the ground lessor, the Los
Angeles County Flood Control District, and is awaiting execution as of the date
hereof.

            IV. With respect to representation number 42 (Single Purpose
Entity), all Mortgagors are Single Purpose Entities except with respect to Loan
No. 13. Pacifica Court. Although the Pacifica Court Mortgagor's limited
partnership agreement provides that the Mortgagor exists solely to engage in all
activities appropriate to the business of development, leasing, financing and
owning the Mortgaged Property and that there shall be no commingling of the
funds of the Mortgagor with those of any other entity, the limited partnership
agreement does not specifically provide that the Mortgagor shall not have any
other assets or that the Mortgagor shall not have any indebtedness other than
that permitted under the loan documents or that the Mortgagor shall have books
and accounts separate and apart from those of any other entity or that the
Mortgagor shall hold itself out as a separate legal entity.


<PAGE>


                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)

1. Mortgage Loan Numbers 6-7.
   Related Mortgagors:  Bedminster 2 Funding, L.L.C., Princeton Metro
   Funding, L.L.C.


<PAGE>



                                   Schedule C

                        Form of Limited Power of Attorney



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Attention:  [Karen Repeckyj]

Wells Fargo Bank Minnesota,
  National Association
45 Broadway, 12th Floor
New York, New York 10006
Attention:  [____________]

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

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned, having an
address of [MORTGAGE LOAN SELLERS ADDRESS], being duly empowered and authorized
to do so, does hereby make, constitute and appoint GMAC Commercial Mortgage
Corporation, having an address of 118 Welsh Road, Horsham, Pennsylvania 19044,
Attention: [Karen Repeckyj,] (the "Special Servicer") and Wells Fargo Bank
Minnesota, National Association, having an address of 45 Broadway, 12th Floor,
New York, New York 10006, Attention: [________], (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 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 Pooling and Servicing Agreement dated as of October 1,
      2001, among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
      CapMark Services, L.P., as Master Servicer, Special Servicer and Trustee,
      with respect to the MSDW 2001-IQ (the "Trust"), Commercial Mortgage
      Pass-Through Certificates.


<PAGE>


IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2001.


Witnessed by:                          [SELLER]



                                       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 3

                               PRICING FORMULATION

                Purchase Price                      $75,095,825.80


<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 Dean Witter Capital I Inc.

            2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of October 17, 2001 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. PURCHASE PRICE. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. DEFINITIONS. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


<PAGE>


            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2001.


SELLER:                                TEACHERS INSURANCE AND ANNUITY
                                       ASSOCIATION OF AMERICA



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY DEAN WITTER
                                       CAPITAL I INC.



                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:




<PAGE>


                                    EXHIBIT L

                            FORM OF INSPECTION REPORT


COMPANY NAME/LOGO
                                                  Loan Number:
                                                  Investor Number:
                                                  Reviewed By:
STANDARD INSPECTION FORM                          Property Type:


                                                                     Page 1 of 3

I.   LOAN/ INSPECTION INFORMATION

     Servicer Name:                               Overall Property Rating:
     Lender/Investor                              Deferred Maintenance?
     Borrower:                                    Date of Inspection:
     Property Name:                               Inspected By:
     Property Address:                            Inspector Name:
     City, State, Zip:                            Rent Roll Attached?
     Borrower Contact:
     Contact Phone:                               Loan Balance:

     General Comments for Subject Property:




     Units Inspected

     Occupied Units:                    Vacant Units:


II.   MARKET DATA

     Area:                          Development:
     Growth Rate:                   Present Use - %:             Single Family
     Change in Current Use:                                      2-4 Family
     New Construction:                                           Apartment
     Area Trends Appear to be:                                   Commercial
     Major Competition:                                          Industrial
                                                                 Undeveloped

     Describe Surrounding Land Use and Subject's Competition in the Marketplace:




     Site Data

            Please answer each question using ABOVE AVERAGE, AVERAGE, OR BELOW
            AVERAGE ratings


     Street Appeal                              Access to Major Arteries:
     Visibility:                                Access to Local Amenities:
     Ingress and Egress:                        Access to Public Transportation:
     Traffic Volume                             Compatibility with Neighborhood:


III.  MANAGEMENT INFORMATION

     Management Company Name:                          Phone Number:
     Site Contact:
     Is Management Affiliated with Borrower:
     Frequency Property Manager visits the property?
     Management of the Property Appears to be:


<PAGE>


COMPANY NAME/LOGO
                                                  Loan Number:
                                                  Investor Number:
                                                  Reviewed By:
STANDARD INSPECTION FORM                          Property Type:


                                                                     Page 2 of 3

IV.   PROPERTY INFORMATION

     Number of Buildings:                         Square Feet:
     Number of Units:                             Number of Units Occupied:
     Number of Floors:                            Percent Occupied:
     Number of Parking Spaces:                    Owner Occupied:
     Number of Elevators:                         Sprinklers

     Occupancy Data



             OFFICE/RETAIL/INDUSTRIAL

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Five Largest Commercial Tenants     Expiration     Sq. Ft.     %NRA     Annual Rent     Rent/Sq. Ft.
--------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>         <C>      <C>             <C>





</TABLE>


             MULTIFAMILY/HOSPITALITY/HEALTHCARE/MOBILE


-------------------------------------------------------------------------------
Unit Type     # of Units     Avg. Sq.Ft./Unit     Monthly Rent     # Vacant
-------------------------------------------------------------------------------





     Amenities

1                             6                             11
2                             7                             12
3                             8                             13
4                             9                             14
5                             10                            15


     Improvements

Describe in detail what Repairs, Replacements or Improvements have been or will
be made this year.





Describe in detail what Repairs, Replacements or Improvements have been planned
for the next 1-2 years.





<PAGE>



COMPANY NAME/LOGO
                                                  Loan Number:
                                                  Investor Number:
                                                  Reviewed By:
STANDARD INSPECTION FORM                          Property Type:


                                                                     Page 3 of 3

V.   PROPERTY CONDITION


Please answer each question using EXCELLENT, GOOD, FAIR, POOR, NOT ACCESSIBLE,
NOT INSPECTED, OR N/A ratings

Exterior                                Interior

Ingress/Egress                          Lobbies
Parking Lot                             Hallways
Striping                                Stairways
Drainage                                Interior Walls
Retaining Walls                         Painting/Wallcover
Sidewalks                               Flooring/Carpets/Tiles
Landscaping                             Ceilings
Signage                                 Interior Doors
Site Lighting                           Windows
Roof Condition                          Kitchens
Flashing/Eaves/Ventilators              Appliances
Gutters/Downspouts                      Fixtures
Foundations                             Cabinets
Exterior Walls                          Plumbing/Bathrooms
Glazing/Windows                         Electrical
Storefronts                             Lighting
Exterior Doors                          HVAC System
Stairs/Railings                         Basement
Loading Docks                           Mechanical Rooms
Paint                                   Boilers/Water Heaters
Siding/Trim                             Laundry Rooms
Balconies/Patios                        Elevators/Escalators
Security                                Sprinklers/Fire Protection
Refuse/Disposal                         Amenities
Amenities
Other 1                                 Other 1
Other 2                                 Other 2

Deferred Maintenance

Describe any deferred maintenance observed. Please also include comments for
fair or poor item noted above, as well as any health & safety concerns.










<PAGE>


                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT



<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           DISTRIBUTION DATE STATEMENT

                                TABLE OF CONTENTS

--------------------------------------------------------------------------------
|                                                                              |
|                                                                              |
|     STATEMENT SECTIONS                                            PAGE(S)    |
|     ------------------                                            -------    |
|     Certificate Distribution Detail                                  2       |
|     Certificate Factor Detail                                        3       |
|     Reconciliation Detail                                            4       |
|     Other Required Information                                       5       |
|     Ratings Detail                                                   6       |
|     Current Mortgage Loan and Property Stratification Tables       7 - 9     |
|     Mortgage Loan Detail                                             10      |
|     Principal Prepayment Detail                                      11      |
|     Historical Detail                                                12      |
|     Delinquency Loan Detail                                          13      |
|     Specially Serviced Loan Detail                                14 - 15    |
|     Modified Loan Detail                                             16      |
|     Liquidated Loan Detail                                           17      |
|                                                                              |
|                                                                              |
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                 UNDERWRITER                                 MASTER SERVICER                           SPECIAL SERVICER
<S>                                               <C>                                      <C>
---------------------------------------------     ------------------------------------     ----------------------------------------
| Morgan Stanley Dean Witter Capital I Inc. |     | CapMark Services, L.P.           |     | GMAC Commercial Mortgage Corporation |
| 1585 Broadway                             |     | 245 Peachtree Center Avenue N.E. |     | 200 Witmer Road                      |
| New York, NY 10036                        |     | Suite 1800                       |     | Horsham, PA 19044-8015               |
|                                           |     | Atlanta, GA 30303                |     |                                      |
|                                           |     |                                  |     |                                      |
| Contact:       General Information Number |     | Contact:       Kevin Lawley      |     | Contact:       Darri Cunningham      |
| Phone Number:  (212) 761-4700             |     | Phone Number:  (404) 654-2860    |     | Phone Number:  (215) 328-1784        |
---------------------------------------------     ------------------------------------     ----------------------------------------
</TABLE>

This report has been compiled from information provided to Wells Fargo Bank MN,
N.A. by various third parties, which may include the Servicer, Master Servicer,
Special Servicer and others. Wells Fargo Bank MN, N.A. has not independently
confirmaed the accuracy of information received from these third parties and
assumes no duty to do so. Wells Fargo Bank MN, N.A. expressly disclaims any
responsibility for the accuracy or completeness of information furnished by
third parties.

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 1 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                         CERTIFICATE DISTRIBUTION DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                                        Realized Loss/
    Class\            Pass-Through   Original   Beginning     Principal      Interest     Prepayment   Additional Trust
  Component   CUSIP       Rate        Balance    Balance    Distribution   Distribution    Premium      Fund Expenses
-------------------------------------------------------------------------------------------------------------------------
<S>          <C>     <C>            <C>        <C>         <C>            <C>            <C>          <C>
     A-1                0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
     A-2                0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
     A-3                0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      B                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      C                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      D                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      E                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      F                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      G                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      H                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      J                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      K                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      L                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      M                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      N                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
      O                 0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
     R-I                0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
     R-II               0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
    R-III               0.000000%        0.00        0.00           0.00           0.00         0.00               0.00
-------------------------------------------------------------------------------------------------------------------------
   Totals                                0.00        0.00           0.00           0.00         0.00               0.00
-------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------
                                          Current
    Class\       Total        Ending   Subordination
  Component   Distribution   Balance      Level(1)
------------------------------------------------------
<S>          <C>            <C>       <C>
     A-1              0.00      0.00            0.00
     A-2              0.00      0.00            0.00
     A-3              0.00      0.00            0.00
      B               0.00      0.00            0.00
      C               0.00      0.00            0.00
      D               0.00      0.00            0.00
      E               0.00      0.00            0.00
      F               0.00      0.00            0.00
      G               0.00      0.00            0.00
      H               0.00      0.00            0.00
      J               0.00      0.00            0.00
      K               0.00      0.00            0.00
      L               0.00      0.00            0.00
      M               0.00      0.00            0.00
      N               0.00      0.00            0.00
      O               0.00      0.00            0.00
     R-I              0.00      0.00            0.00
     R-II             0.00      0.00            0.00
    R-III             0.00      0.00            0.00
------------------------------------------------------
   Totals             0.00      0.00            0.00
------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                 Original   Beginning                                               Ending
                  Pass-Through   Notional    Notional     Interest     Prepayment      Total       Notional
  Class   CUSIP       Rate        Amount      Amount    Distribution     Premium    Distribution    Amount
-------------------------------------------------------------------------------------------------------------
<S>      <C>     <C>            <C>        <C>         <C>            <C>          <C>            <C>
   X-1                0.000000       0.00        0.00           0.00         0.00           0.00       0.00
   X-2                0.000000       0.00        0.00           0.00         0.00           0.00       0.00
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated class and
(ii) the ending certificate balance of all classes which are not subordinate to
the designated class and deviding the result by (A).

--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 2 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            CERTIFICATE FACTOR DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                              Realized Loss/
    Class\             Beginning    Principal       Interest     Prepayment   Additional Trust      Ending
  Component   CUSIP     Balance    Distribution   Distribution    Premium       Fund Expenses      Balance
-------------------------------------------------------------------------------------------------------------
<S>          <C>     <C>          <C>            <C>            <C>          <C>                <C>
     A-1              0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
     A-2              0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
     A-3              0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      B               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      C               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      D               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      E               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      F               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      G               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      H               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      J               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      K               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      L               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      M               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      N               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
      O               0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
     R-I              0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
     R-II             0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
    R-III             0.00000000     0.00000000     0.00000000   0.00000000         0.00000000   0.00000000
-------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                  Beginning                                  Ending
                   Notional      Interest     Prepayment    Notional
  Class   CUSIP     Amount     Distribution     Premium      Amount
-----------------------------------------------------------------------
<S>      <C>     <C>          <C>            <C>          <C>
   X-1            0.00000000     0.00000000   0.00000000   0.00000000
   X-2            0.00000000     0.00000000   0.00000000   0.00000000
-----------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 3 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              RECONCILIATION DETAIL

<TABLE>
<CAPTION>
               ADVANCE SUMMARY                                                MASTER SERVICING FEE SUMMARY

<S>                                        <C>                <C>                                                          <C>
P & I Advances Outstanding                 0.00               Current Period Accrued Master Servicing Fees                 0.00
Servicing Advances Outstanding             0.00               Less Master Servicing Fees on Delinquent Payments            0.00
                                                              Less Reductions to Master Servicing Fees                     0.00
Reimbursements for Interest on P&I         0.00               Plus Master Servicing Fees on Delinquent Payments Received   0.00
Advances paid from general collections                        Plus Adjustments for Prior Master Servicing Calculation      0.00
                                                              Total Master Servicing Fees Collected                        0.00
Reimbursements for Interest on Servicing   0.00
Advances paid from general collections
</TABLE>


CERTIFICATE INTEREST RECONCILIATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Remaining
                                                                                                                     Unpaid
               Accrued      Net Aggregate      Distributable      Distributable       Additional                  Distributable
            Certificate       Prepayment        Certificate    Certificate Interest   Trust Fund     Interest      Certificate
   Class      Interest    Interest Shortfall      Interest          Adjustment         Expenses    Distribution      Interest
---------------------------------------------------------------------------------------------------------------------------------
<S>        <C>           <C>                  <C>             <C>                    <C>          <C>            <C>
     A-1           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     A-2           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     A-3           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     X-1           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     X-2           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      B            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      C            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      D            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      E            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      F            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      G            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      H            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      J            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      K            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      L            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      M            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      N            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
      O            0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     R-I           0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
     R-II          0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
    R-III          0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
---------------------------------------------------------------------------------------------------------------------------------
   Totals          0.00                 0.00            0.00                   0.00         0.00           0.00            0.00
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 4 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           OTHER REQUIRED INFORMATION

<TABLE>
<S>                                               <C>                   <C>                                              <C>
-----------------------------------------------------------------------------------------------------------------------------------

Available Distribution Amount                     0.00                  Additional Trust Fund Expenses/(Gains)            0.00


                                                                             Fees Paid to Special Servicer                0.00

Aggregate Number of Outstanding Loans                0                       Interest on Advances                         0.00

Aggregate Unpaid Principal Balance of Loans       0.00                       Other Expenses of Trust                      0.00

Aggregate Stated Principal Balance of Loans       0.00


                                                                        Appraisal Reduction Amount

Aggregate Amount of Servicing Fee                 0.00                  -------------------------------------------------
                                                                                   Appraisal   Cumulative   Most Recent
Aggregate Amount of Special Servicing Fee         0.00                     Loan    Reduction      ASER       App. Red.
                                                                          Number    Effected     Amount         Date
Aggregate Amount of Trustee Fee                   0.00                  -------------------------------------------------

Aggregate Stand-by Fee                            0.00

Aggregate Paying Agent Fee                        0.00

Aggregate Trust Fund Expenses                     0.00






                                                                        -------------------------------------------------
                                                                           Total
                                                                        -------------------------------------------------



</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 5 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 RATINGS DETAIL

------------------------------------------------------------------------
                        Original Ratings         Current Ratings (1)
                   -----------------------------------------------------
   Class     CUSIP   Fitch   Moody's   S & P   Fitch   Moody's   S & P
------------------------------------------------------------------------
     A-1
     A-2
     A-3
     X-1
     X-2
      B
      C
      D
      E
      F
      G
      H
      J
      K
      L
      M
      N
      O
     R-I
     R-II
    R-III
------------------------------------------------------------------------

 NR - Designates that the class was not rated by the above agency at the time
      of original issuance.
 X  - Desinates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.
N/A - Data not avalable this period.

1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.

<TABLE>
<S>                                          <C>                                             <C>
Fitch, Inc.                                  Moody's Investors Services                      Standard & Poor's Rating Services
One State Street Plaza                       99 Church Street                                55 Water Street
New York, New York 10004                     New York, New York 10007                        New York, New York 10041
(212) 908-0500                               (212) 553-0300                                  (212) 438-2430
</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 6 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES


                               SCHEDULED BALANCE

--------------------------------------------------------------------------------
                                                % of
         Scheduled          # of    Scheduled   Agg.   WAM           Weighted
          Balance           loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------

















--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                           STATE (3)

--------------------------------------------------------------------------------
                                                % of
                            # of    Scheduled   Agg.   WAM           Weighted
           State            Props.   Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------

















--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------

See footnotes on last page of this section.


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 7 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES


                           DEBT SERVICE COVERAGE RATIO

--------------------------------------------------------------------------------
                                                % of
       Debt Service         # of    Scheduled   Agg.   WAM           Weighted
      Coverage Ratio        loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                                PROPERTY TYPE (3)

--------------------------------------------------------------------------------
                                                % of
                            # of    Scheduled   Agg.   WAM           Weighted
        Property Type       Props.   Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                                   NOTE RATE

--------------------------------------------------------------------------------
                                                % of
           Note             # of    Scheduled   Agg.   WAM           Weighted
           Rate             loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                                   SEASONING

--------------------------------------------------------------------------------
                                                % of
                            # of    Scheduled   Agg.   WAM           Weighted
        Seasoning           loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------

See footnotes on last page of this section.


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 8 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES


               ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

--------------------------------------------------------------------------------
                                                % of
   Anticipated Remaining    # of    Scheduled   Agg.   WAM           Weighted
          Term (2)          loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                 REMAINING STATED TERM (FULLY AMORTIZING LOANS)

--------------------------------------------------------------------------------
                                                % of
      Remaining Stated      # of    Scheduled   Agg.   WAM           Weighted
            Term            loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


               REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

--------------------------------------------------------------------------------
                                                % of
  Remaining Amortization    # of    Scheduled   Agg.   WAM           Weighted
            Term            loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------


                             AGE OF MOST RECENT NOI

--------------------------------------------------------------------------------
                                                % of
         Age of Most        # of    Scheduled   Agg.   WAM           Weighted
         Recent NOI         loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
           Totals
--------------------------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases the most recent
DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes
no representations as to the accuracy of the data provided by the borrower for
this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date balance of each
property as disclosed in the offering document.


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                    Page 9 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              MORTGAGE LOAN DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                     Anticipated                  Neg.
   Loan             Property                      Interest    Principal    Gross      Repayment      Maturity    Amort
  Number    ODCR    Type (1)    City    State     Payment      Payment    Coupon        Date           Date      (Y/N)
-------------------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>         <C>     <C>       <C>         <C>         <C>        <C>             <C>         <C>








-------------------------------------------------------------------------------------------------------------------------
  Totals

<CAPTION>
------------------------------------------------------------------------------
          Beginning   Ending    Paid    Appraisal    Appraisal    Res.    Mod.
   Loan   Scheduled   Scheduled Thru    Reduction    Reduction   Strat.   Code
  Number   Balance     Balance  Date       Date       Amount      (2)      (3)
------------------------------------------------------------------------------
<S>       <C>         <C>       <C>     <C>          <C>         <C>      <C>








------------------------------------------------------------------------------
  Totals
</TABLE>

(1) Property Type Code
----------------------

MF - Multi-Family              OF - Office
RT - Retail                    MU - Mixed Use
HC - Health Care               LO - Lodging
IN - Industrial                SS - Self Storage
WH - Warehouse                 OT - Other
MH - Mobile Home Park

(2) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved              11 - Full Payoff
4 - Extension             9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                 to Master Servicer    13 - Other or TBD

(3) Modification Code
---------------------

1 - Maturity Date Extension
2 - Authorization Change
3 - Principal Write-Off
4 - Combination


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 10 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           PRINCIPAL PREPAYMENT DETAIL

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                             Principal Prepayment Amount                        Prepayment Penalties
                   Offering Document    -------------------------------------     -------------------------------------------------
  Loan Number       Cross-Reference     Payoff Amount      Curtailment Amount     Prepayment Premium       Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                <C>                    <C>                      <C>















-----------------------------------------------------------------------------------------------------------------------------------
     Totals
</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 11 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                HISTORICAL DETAIL

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                  Delinquencies
--------------------------------------------------------------------------------------------------------------------
  Distribution      30-59 Days     60-89 Days      90 Days or More     Foreclosure         REO         Modifications
      Date         #   Balance     #   Balance       #   Balance       #   Balance     #   Balance      #   Balance
--------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>             <C>                 <C>             <C>             <C>







<CAPTION>
------------------------------------------------------------------------------------
                                 Prepayments                 Rate and Maturities
                         ----------------------------   ----------------------------
  Distribution           Curtailments       Payoff      Next Weighted Avg.
      Date               #   Balance      #   Balance     Coupon   Remit         WAM
------------------------------------------------------------------------------------
<S>                      <C>              <C>           <C>                      <C>







</TABLE>


Note: Foreclosure and REO Totals are excluded from the delinquencies aging
categories.


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 12 of 17


<PAGE>

<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             DELINQUENCY LOAN DETAIL

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                  Offering          # of       Paid       Current      Outstanding      Status of     Resolution
   Loan           Document         Months     Through      P & I          P & I         Mortgage       Strategy
  Number      Cross-Reference     Delinq.      Date       Advances       Advances       Loan (1)       Code (2)
----------------------------------------------------------------------------------------------------------------
<S>           <C>                 <C>         <C>         <C>          <C>              <C>           <C>












----------------------------------------------------------------------------------------------------------------
  Totals

<CAPTION>
------------------------------------------------------------------------------------------------
                                                Actual        Outstanding
   Loan         Servicing     Foreclosure        Loan          Servicing      Bankruptcy    REO
  Number      Transfer Date       Date         Balance         Advances          Date       Date
------------------------------------------------------------------------------------------------
<S>           <C>             <C>              <C>            <C>             <C>           <C>












------------------------------------------------------------------------------------------------
  Totals
</TABLE>


(1) Status of Mortgage Loan
---------------------------

A - Payments Not Received       2 - Two Months Delinquent
    But Still in Grace Period   3 - Three or More Months Delinquent
B - Late Payment But Less       4 - Assumed Scheduled Payment
    Than 1 Month Delinquent         (Performing Matured Loan)
0 - Current                     7 - Foreclosure
1 - One Month Delinquent        9 - REO

(2) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved                 - Full Payoff
4 - Extension             9 - Pending Return           - Reps and Warranties
5 - Note Sale                 to Master Servicer    11 - Other or TBD


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 13 of 17
<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                     SPECIALLY SERVICED LOAN DETAIL - PART 1

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                 Offering        Servicing    Resolution
  Distribution      Loan         Document         Transfer     Strategy     Scheduled    Property                Interest
      Date         Number     Cross-Reference       Date       Code (1)      Balance     Type (2)     State        Rate
-------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>                <C>          <C>           <C>          <C>          <C>        <C>








<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                     Net                                                         Remaining
  Distribution      Actual        Operating       NOI                 Note       Maturity      Amortization
      Date         Balance         Income        Date      DSCR       Date         Date            Term
-----------------------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>       <C>        <C>        <C>           <C>







</TABLE>

(1) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved              11 - Full Payoff
4 - Extension             9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                 to Master Servicer    13 - Other or TBD

(2) Property Type Code
----------------------

MF - Multi-Family              OF - Office
RT - Retail                    MU - Mixed Use
HC - Health Care               LO - Lodging
IN - Industrial                SS - Self Storage
WH - Warehouse                 OT - Other
MH - Mobile Home Park


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 14 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                     SPECIALLY SERVICED LOAN DETAIL - PART 2

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                            Offering      Resolution      Site
Distribution    Loan        Document       Strategy    Inspection                  Appraisal   Appraisal       Other REO
    Date       Number   Cross-Reference    Code (1)       Date      Phase 1 Date      Date       Value     Property Revenue  Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>          <C>            <C>         <C>         <C>               <C>




</TABLE>

(1) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved              11 - Full Payoff
4 - Extension             9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                 to Master Servicer    13 - Other or TBD


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 15 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              MODIFIED LOAN DETAIL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                   Offering
    Loan           Document         Pre-Modification
   Number      Cross-Reference           Balance          Modification Date          Modification Description
-------------------------------------------------------------------------------------------------------------
<S>            <C>                  <C>                   <C>                        <C>





-------------------------------------------------------------------------------------------------------------
   Totals
</TABLE>


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 16 of 17


<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             LIQUIDATED LOAN DETAIL

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------


         Final Recovery       Offering
 Loan    Determination        Document      Appraisal   Appraisal     Actual       Gross
Number        Date        Cross-Reference     Date        Value       Balance    Proceeds
-----------------------------------------------------------------------------------------
<S>      <C>              <C>               <C>         <C>           <C>        <C>






-----------------------------------------------------------------------------------------
    Current Total

-----------------------------------------------------------------------------------------
   Cumulative Total

<CAPTION>
---------------------------------------------------------------------------------------------
            Gross
          Proceeds
         as a % of     Aggregate         Net         Net Proceeds                 Repurchased
 Loan      Actual     Liquidation    Liquidation      as a % of       Realized     by Seller
Number    Balance      Expenses *     Proceeds      Actual Balance      Loss         (Y/N)
---------------------------------------------------------------------------------------------
<S>      <C>          <C>            <C>            <C>               <C>         <C>






---------------------------------------------------------------------------------------------
    Current Total

---------------------------------------------------------------------------------------------
   Cumulative Total
</TABLE>

* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fes (servicing, trustee, etc.).


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 17 of 17



<PAGE>



                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT



                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                                 <C>            <C>         <C>          <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     Prospectus ID
     Current Scheduled Loan Balance/Paid to Date                                        Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                         Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                             specify annual/per unit...
     Year of Operations                             UNDERWRITING   MM/DD/YY    MM/DD/YY     MM/DD/YY    MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>

(1)   Total $ amount of Capital Reserves required annually by loan documents,
      excl. Leasing Commission and TI's

<TABLE>
<CAPTION>
<S>                               <C>            <C>        <C>        <C>                  <C>          <C>          <C>
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:
-----------------------------------------------------------------------------------------------------------------------------------
    Number of Mos. Covered                                                                               (prcdng yr    (prcdng yr
                                                                                                          to base)    to 2nd prcdng)

    Period Ended                  UNDERWRITING      3RD       2ND         PRECEDING YR.     TTM/YTD (2)   YYYY-U/W      YYYY-YYYY
    Statement Classification(yr)    BASE LINE    PRECEDING  PRECEDING  (fm NOI Adj Sheet)   AS OF / /XX   VARIANCE      VARIANCE
    Gross Potential Rent (3)
       Less: Vacancy Loss
               OR
    Base Rent (3)
    Expense Reimbursement
    Percentage Rent
    Parking Income
    Other Income

*EFFECTIVE GROSS INCOME
</TABLE>

(2)   Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3)   Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
      $amt for Vacancy Loss

OPERATING EXPENSES:
    Real Estate Taxes
    Property Insurance
    Utilities
    Repairs and Maintenance
    Janitorial
    Management Fees
    Payroll & Benefits
    Advertising & Marketing
    Professional Fees
    General and Administrative
    Other Expenses
    Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

    Leasing Commissions
    Tenant Improvements
    Capital Expenditures
    Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
(i.e. operating statements, financial statements, tax return, other)

----------
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.


INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS


* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
<S>                                                <C>              <C>           <C>                  <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                             Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                              Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                                  specify annual/per unit...
     Year of Operations                            UNDERWRITING     MM/DD/YY         MM/DD/YY          MM/DD/YY         MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:                                                                                                (prcdng yr  (prcdng yr to
-----------------------------------------------------------------------------------------------------------------------------------
     Number of Mos. Covered                                                                              to base)   2nd prcdng)
     Period Ended                  UNDERWRITING     3RD         2ND        PRECEDING YR.    TTM/YTD (2)  YYYY-U/W    YYYY-YYYY
     Statement Classification(yr)   BASE LINE    PRECEDING   PRECEDING  (fm NOI Adj Sheet)   AS OF / /   VARIANCE     VARIANCE
<S>                                <C>           <C>         <C>        <C>                 <C>         <C>        <C>
     Gross Potential Rent (3)
        Less: Vacancy Loss
                        OR
     Base Rent (3)
     Laundry/Vending Income
     Parking Income
     Other Income

*EFFECTIVE GROSS INCOME

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
$amt for Vacancy Loss

OPERATING EXPENSES:
     Real Estate Taxes
     Property Insurance
     Utilities
     Repairs and Maintenance
     Management Fees
     Payroll & Benefits
     Advertising & Marketing
     Professional Fees
     General and Administrative
     Other Expenses
     Ground Rent
*TOTAL OPERATING EXPENSES

 OPERATING EXPENSE RATIO

*NET OPERATING INCOME

     Capital Expenditures
     Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

 SOURCE OF FINANCIAL DATA:
</TABLE>

(ie. operating statements, financial statements, tax return, other)


NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                <C>              <C>           <C>               <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                              Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                           Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)               specify annual/per unit...
     Year of Operations                            UNDERWRITING     MM/DD/YY      MM/DD/YY          MM/DD/YY         MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Daily Rate
     Rev per Av. Room
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
 INCOME:                                                                                                 (prcdng yr  (prcdng yr to
-----------------------------------------------------------------------------------------------------------------------------------
     Number of Mos. Covered                                                                                to base)    2nd prcdng)
     Period Ended                    UNDERWRITING     3RD        2ND         PRECEDING YR.    TTM/YTD (2)  YYYY-U/W    YYYY-YYYY
     Statement Classification (yr)    BASE LINE    PRECEDING  PRECEDING   (fm NOI Adj Sheet)   AS OF / /   VARIANCE     VARIANCE
<S>                                  <C>           <C>        <C>         <C>                 <C>          <C>         <C>
     Room Revenue
     Food & Beverage Revenues
     Telephone Revenue
     Other Departmental Revenue
     Other Income

   *DEPARTMENTAL REVENUE
</TABLE>

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

  OPERATING EXPENSES:
DEPARTMENTAL
      Room
      Food & Beverage
      Telephone Expenses
      Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Franchise Fee
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Other Expenses
      Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
   OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  *NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

 *NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
 *NET CASH FLOW AFTER DEBT SERVICE

 *DSCR: (NOI/DEBT SERVICE)

 *DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL
CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                    <C>            <C>         <C>           <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
 PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
   PROSPECTUS ID
      Current Scheduled Loan                                                     Current Allocated Loan Amount %
        Balance/Paid to Date
      Property Name
      Property Type
      Property Address, City, State
      Net Rentable SF/Units/Pads,Beds                            Use second box to specify sqft.,units...
      Year Built/Year Renovated
      Cap Ex Reserve (annually)/per                              specify annual/per unit...
        Unit.etc. (1)
      Year of Operations               UNDERWRITING   MM/DD/YY    MM/DD/YY      MM/DD/YY        MM/DD/YY
      Occupancy Rate (physical)
      Occupancy Date
      Average Rental Rate
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents

<TABLE>
<CAPTION>
<S>                                    <C>           <C>         <C>        <C>                <C>         <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
  INCOME:                                                                                                  (prcdng yr  (prcdng yr to
-----------------------------------------------------------------------------------------------------------------------------------
      Number of Mos. Covered                                                                                 to base)    2nd prcdng)
      Period Ended                     UNDERWRITING     3RD         2ND        PRECEDING YR.   TTM/YTD (2)   YYYY-U/W    YYYY-YYYY
      Statement Classification (yr)     BASE LINE    PRECEDING   PRECEDING  (fm NOI Adj Sheet)  AS OF / /    VARIANCE     VARIANCE
      Gross Potential Rent (3)
         Less: Vacancy Loss
                        OR
     Private Pay (3)
     Medicare/Medicaid
     Nursing/Medical Income
     Meals Income
     Other Income

   *EFFECTIVE GROSS INCOME
</TABLE>

(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Private
Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Room expense - housekeeping
      Meal expense
      Other Expenses
      Ground Rent
  *TOTAL OPERATING EXPENSES

   OPERATING EXPENSE RATIO

  *NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

 *NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
 *NET CASH FLOW AFTER DEBT SERVICE

 *DSCR: (NOI/DEBT SERVICE)

 *DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:

(ie. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



<TABLE>
<CAPTION>
<C>   <S>                           <C>            <C>            <C>          <C>          <C>           <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
                                    MULTI FAMILY   MULTI FAMILY   COMMERCIAL   COMMERCIAL   INDUSTRIAL/   COMMERCIAL   COMMERCIAL
                                    MULTI FAMILY   MOBILE HOME      OFFICE       RETAIL      WAREHOUSE    MIXED USE   SELF STORAGE
      REVENUE LEGEND
-----------------------------------------------------------------------------------------------------------------------------------
GPR   Gross Potential Rent                X             X              X            X            X            X             X
VAC   Vacancy Loss                        X             X              X            X            X            X             X
BR    Base Rent                           X             X              X            X            X            X             X
ER    Expense Reimbursements                                           X            X            X            X
PR    Percentage Rent                                                               X                         X
LV    Laundry / Vending Income            X             X
PI    Parking Income                      X                            X            X                         X
OI    Other Income                        X             X              X            X            X            X             X
RMRV  Room Revenue
FBV   Food & Bev Revenues
TLRV  Telephone Revenue
ODR   Other Departmental Revenue
PRI   Private Pay
MED   Medicare/Medicaid Revenues
NUR   Nursing/Medical Income
MLS   Meals Income

      REVENUE LINE ITEMS
      Application Fees                   OI             OI            OI           OI           OI            OI           OI
      Bad Debt                        ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Base Rent                          BR             BR            BR           BR           BR            BR           BR
      Beverage Revenue                *********     *********      *********    *********    *********    *********     *********
      Box & Lock Sales                *********     *********      *********    *********    *********    *********        OI
      Cable                              OI             OI         *********    *********    *********    *********     *********
      CAM                             *********     *********         ER           ER        *********        ER        *********
      Club House Rental                  OI             OI         *********    *********    *********    *********     *********
      Concessions                        VAC           VAC            VAC          VAC          VAC          VAC           VAC
      Employee Rent                      BR             BR         *********    *********    *********    *********     *********
      Escalation Income               *********         BR            BR           BR           BR            BR           BR
      Food & Beverage Revenues        *********     *********      *********    *********    *********    *********     *********
      Forfeited Security Deposits        OI             OI            OI           OI           OI            OI           OI
      Gain on Sale                    ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Garage                             PI             PI            PI           PI        *********        PI        *********
      Gross Potential Rent               GPR           GPR            GPR          GPR          GPR          GPR           GPR
      Gross Rent                         BR             BR            BR           BR           BR            BR           BR
      Insurance Proceeds              ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Interest Income                 ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Laundry                            LV             LV         *********       OI        *********        OI        *********
      Laundry / Vending                  LV             LV         *********       OI        *********        OI        *********
      Meals Income                    *********     *********      *********    *********    *********    *********     *********
      Medicare/Medicaid Revenues      *********     *********      *********    *********    *********    *********     *********
      Miscellaneous Income               OI             OI            OI           OI           OI            OI           OI
      Mobile Home Sales               *********     ELIMINATE      *********    *********    *********    *********     *********
      NSF Fees                           OI             OI            OI           OI           OI            OI           OI
      Nursing/Medical                 *********     *********      *********    *********    *********    *********     *********
      Other Departmental Revenues     *********     *********      *********    *********    *********    *********     *********
      Other Income                       OI             OI            OI           OI           OI            OI           OI
      Pad Rental                      *********         BR         *********    *********    *********    *********     *********
      Parking Income                     PI             PI            PI           PI           OI            PI           OI
      Past Tenants Rent               ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Percentage Rent                 *********     *********      *********       PR        *********        PR        *********
      Prepaid Rent                    ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Private Pay                     *********     *********      *********    *********    *********    *********     *********
      Reimbursments                      OI             OI            ER           ER           ER            ER        *********
      Rent                               BR             BR            BR           BR           BR            BR           BR
      Rent Loss                       ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Rent on Park Owned Homes        *********         BR         *********    *********    *********    *********     *********
      Room Revenue                    *********     *********      *********    *********    *********    *********     *********
      Sales                              OI             OI            OI           OI        *********    *********     *********
      Security Deposits Collected     ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Security Deposits Returned      ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Storage                            OI             OI            OI           OI           OI            OI           OI
      Tax Reimb                       *********     *********         ER           ER           ER            ER        *********
      Telephone Commissions           *********     *********      *********    *********    *********    *********     *********
      Telephone Revenue               *********     *********      *********    *********    *********    *********     *********
      Temporary Tenants                  OI             OI            OI           OI           OI            OI           OI
      Utilities                       *********     *********         ER           ER           ER            ER        *********
      Vacancy Loss                       VAC           VAC            VAC          VAC          VAC          VAC           VAC
      Vending                            LV             LV            OI           OI           OI            OI           OI




<CAPTION>
----------------------------------------------------------------
                                      LODGING    HEALTH CARE
                                      LODGING    HEALTH CARE
----------------------------------------------------------------
<C>   <S>                             <C>        <C>
      REVENUE LEGEND
GPR   Gross Potential Rent                            X
VAC   Vacancy Loss                                    X
BR    Base Rent
ER    Expense Reimbursements
PR    Percentage Rent
LV    Laundry / Vending Income
PI    Parking Income
OI    Other Income                       X            X
RMRV  Room Revenue                       X
FBV   Food & Bev Revenues                X
TLRV  Telephone Revenue                  X            X
ODR   Other Departmental Revenue         X
PRI   Private Pay                                     X
MED   Medicare/Medicaid Revenues                      X
NUR   Nursing/Medical Income                          X
MLS   Meals Income                                    X

      REVENUE LINE ITEMS
      Application Fees               *********    *********
      Bad Debt                       ELIMINATE    ELIMINATE
      Base Rent                      *********    *********
      Beverage Revenue                  FBV       *********
      Box & Lock Sales               *********    *********
      Cable                          *********    *********
      CAM                            *********    *********
      Club House Rental              *********    *********
      Concessions                    *********       VAC
      Employee Rent                  *********    *********
      Escalation Income              *********    *********
      Food & Beverage Revenues          FBV          MLS
      Forfeited Security Deposits       OI           OI
      Gain on Sale                   ELIMINATE    ELIMINATE
      Garage                            OI           OI
      Gross Potential Rent           *********       GPR
      Gross Rent                     *********    *********
      Insurance Proceeds             ELIMINATE    ELIMINATE
      Interest Income                ELIMINATE    ELIMINATE
      Laundry                        *********    *********
      Laundry / Vending              *********    *********
      Meals Income                   *********       MLS
      Medicare/Medicaid Revenues     *********       MED
      Miscellaneous Income              OI           OI
      Mobile Home Sales              *********    *********
      NSF Fees                          OI           OI
      Nursing/Medical                *********       NUR
      Other Departmental Revenues       ODR       *********
      Other Income                      OI           OI
      Pad Rental                     *********    *********
      Parking Income                    OI           OI
      Past Tenants Rent              ELIMINATE    ELIMINATE
      Percentage Rent                *********    *********
      Prepaid Rent                   ELIMINATE    ELIMINATE
      Private Pay                    *********       PRI
      Reimbursments                  *********    *********
      Rent                           *********    *********
      Rent Loss                      ELIMINATE    ELIMINATE
      Rent on Park Owned Homes       *********    *********
      Room Revenue                     RMRV       *********
      Sales                          *********    *********
      Security Deposits Collected    *********    *********
      Security Deposits Returned     *********    *********
      Storage                        *********    *********
      Tax Reimb                      *********    *********
      Telephone Commissions            TLRV       *********
      Telephone Revenue                TLRV       *********
      Temporary Tenants              *********    *********
      Utilities                      *********    *********
      Vacancy Loss                      VAC          VAC
      Vending                           OI           OI
</TABLE>
<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 COMMERCIAL
                                          MULTI FAMILY  MULTI FAMILY   COMMERCIAL   COMMERCIAL   INDUSTRIAL/ COMMERCIAL  COMMERCIAL
                                          MULTI FAMILY   MOBILE HOME     OFFICE       RETAIL      WAREHOUSE   MIXED USE SELF STORAGE


        EXPENSE LEGEND
------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>           <C>            <C>          <C>          <C>         <C>         <C>
RET     Real Estate Taxes                      X              X            X            X             X           X           X
PINS    Property Insurance                     X              X            X            X             X           X           X
UTL     Utilities                              X              X            X            X             X           X           X
R&M     Repairs and Maintenance                X              X            X            X             X           X           X
FFEE    Franchise Fees
JAN     Janitorial                                                         X            X             X           X
MFEE    Management Fees                        X              X            X            X             X           X           X
P&B     Payroll & Benefits                     X              X            X            X             X           X           X
A&M     Advertising & Marketing                X              X            X            X             X           X           X
PFEE    Professional Fees                      X              X            X            X             X           X           X
G&A     General and Administrative             X              X            X            X             X           X           X
OEXP    Other Expenses                         X              X            X            X             X           X           X
GDR     Ground Rent                            X              X            X            X             X           X           X
RMSE    Room Expense (Departmental)
RMSHK   Room Expense-Housekeeping
F&B     Food & Beverage (Departmental)
MLSE    Meals Expense
DTEL    Telephone (Departmental)
ODE     Other Departmental Expense
LC      Leasing Comissions                                                 X            X             X           X           X
TI      Tenant Improvements                                                X            X             X           X           X
CAPEX   Capital Expenditures                   X              X            X            X             X           X           X
ECAPEX  Extraordinary Capital Expenditures     X              X            X            X             X           X           X

        EXPENSE LINE ITEMS
        401K                                  P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Accounting Fees                      PFEE           PFEE          PFEE         PFEE         PFEE        PFEE         PFEE
        Administrative Fee                    G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Advalorem Tax                         G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Advertising                           A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Advertising & Marketing               A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Alarm System                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Amortization                       ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Ancillary Expense                    OEXP           OEXP          OEXP         OEXP         OEXP        OEXP         OEXP
        Answering Service                     G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Apartment Finder/Guide                A&M        **********    **********   **********   **********  **********   **********
        Asset Management Fees                MFEE           MFEE          MFEE         MFEE         MFEE        MFEE         MFEE
        Auto Repairs                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Bad Debt                           ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Bank Charges                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Banners                               A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Bonuses                               P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Bookkeeping Fees                     PFEE           PFEE          PFEE         PFEE         PFEE        PFEE         PFEE
        Brochures                             A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Business License                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Cable                                 G&A            G&A          G&A          G&A           G&A         G&A         G&A
        CAM                                   R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Capital Expenditures                 CAPEX          CAPEX        CAPEX        CAPEX         CAPEX       CAPEX       CAPEX
        Cleaning                              R&M            R&M          JAN          JAN           JAN         JAN         R&M
        Commissions                           G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Computer Repairs                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Contract Work                         P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Courtesy Patrol                       G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Credit Card Fees                  **********     **********    **********   **********   **********  **********   **********
        Credit Check                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Depreciation                       ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Education                             G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Electrical                            R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Electricity                           UTL            UTL          UTL          UTL           UTL         UTL         UTL
        Elevator                              R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Employee Benefits                     P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Employee Insurance                    P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Entertainment                         G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Eviction Expense                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Extraordinary Capital Expenditures  ECAPEX         ECAPEX        ECAPEX       ECAPEX       ECAPEX      ECAPEX       ECAPEX
        Exterminating Service                 R&M            R&M          R&M          R&M           R&M         R&M         R&M
        FF & E Reserve                       CAPEX          CAPEX        CAPEX        CAPEX         CAPEX       CAPEX       CAPEX
        FICA                                  P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Financing Fees                     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Flood Insurance                      PINS           PINS          PINS         PINS         PINS        PINS         PINS




<CAPTION>
---------------------------------------------------------------------
                                            LODGING   HEALTH CARE
                                            LODGING   HEALTH CARE


        EXPENSE LEGEND
---------------------------------------------------------------------
<C>     <S>                                 <C>       <C>
RET     Real Estate Taxes                       X           X
PINS    Property Insurance                      X           X
UTL     Utilities                               X           X
R&M     Repairs and Maintenance                 X           X
FFEE    Franchise Fees                          X
JAN     Janitorial
MFEE    Management Fees                         X           X
P&B     Payroll & Benefits                      X           X
A&M     Advertising & Marketing                 X           X
PFEE    Professional Fees                       X           X
G&A     General and Administrative              X           X
OEXP    Other Expenses                          X           X
GDR     Ground Rent                             X           X
RMSE    Room Expense (Departmental)             X
RMSHK   Room Expense-Housekeeping                           X
F&B     Food & Beverage (Departmental)          X
MLSE    Meals Expense                                       X
DTEL    Telephone (Departmental)                X
ODE     Other Departmental Expense              X
LC      Leasing Comissions
TI      Tenant Improvements
CAPEX   Capital Expenditures                    X           X
ECAPEX  Extraordinary Capital Expenditures      X           X

        EXPENSE LINE ITEMS
        401K                                   P&B         P&B
        Accounting Fees                        PFEE       PFEE
        Administrative Fee                     G&A         G&A
        Advalorem Tax                          G&A         G&A
        Advertising                            A&M         A&M
        Advertising & Marketing                A&M         A&M
        Alarm System                           G&A         G&A
        Amortization                        ELIMINATE   ELIMINATE
        Ancillary Expense                      OEXP       OEXP
        Answering Service                      G&A         G&A
        Apartment Finder/Guide              ********** **********
        Asset Management Fees                  MFEE       MFEE
        Auto Repairs                           G&A         G&A
        Bad Debt                            ELIMINATE   ELIMINATE
        Bank Charges                           G&A         G&A
        Banners                                A&M         A&M
        Bonuses                                P&B         P&B
        Bookkeeping Fees                       PFEE       PFEE
        Brochures                              A&M         A&M
        Business License                       G&A         G&A
        Cable                                  G&A         G&A
        CAM                                    R&M         R&M
        Capital Expenditures                  CAPEX       CAPEX
        Cleaning                               R&M        RMSHK
        Commissions                            G&A         G&A
        Computer Repairs                       G&A         G&A
        Contract Work                          P&B         P&B
        Courtesy Patrol                        G&A         G&A
        Credit Card Fees                       G&A     **********
        Credit Check                           G&A         G&A
        Depreciation                        ELIMINATE   ELIMINATE
        Education                              G&A         G&A
        Electrical                             R&M         R&M
        Electricity                            UTL         UTL
        Elevator                               R&M         R&M
        Employee Benefits                      P&B         P&B
        Employee Insurance                     P&B         P&B
        Entertainment                          G&A         G&A
        Eviction Expense                       G&A         G&A
        Extraordinary Capital Expenditures    ECAPEX     ECAPEX
        Exterminating Service                  R&M         R&M
        FF & E Reserve                        CAPEX       CAPEX
        FICA                                   P&B         P&B
        Financing Fees                      ELIMINATE   ELIMINATE
        Flood Insurance                        PINS       PINS
</TABLE>



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            COMMERCIAL
                                                 MULTI FAMILY    MULTI FAMILY    COMMERCIAL    COMMERCIAL   INDUSTRIAL/   COMMERCIAL
                                                 MULTI FAMILY     MOBILE HOME      OFFICE        RETAIL      WAREHOUSE    MIXED USE
-----------------------------------------------------------------------------------------------------------------------------------

        <S>                                      <C>             <C>             <C>           <C>          <C>           <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Floor Covering Replacement                    R&M             R&M            R&M          R&M           R&M          R&M
        Food & Beverage Expense (Departmental)    **********      **********     **********    **********   **********    **********
        Franchise Fees                            **********      **********     **********    **********   **********    **********
        Freight & Shipping                            G&A             G&A            G&A          G&A           G&A          G&A
        Gas                                           UTL             UTL            UTL          UTL           UTL          UTL
        General & Administrative                      G&A             G&A            G&A          G&A           G&A          G&A
        Ground Rent                                   GDR             GDR            GDR          GDR           GDR          GDR
        Hazard Liability                             PINS            PINS           PINS          PINS         PINS          PINS
        Health Benefits                               P&B             P&B            P&B          P&B           P&B          P&B
        HVAC                                          R&M             R&M            R&M          R&M           R&M          R&M
        Insurance                                    PINS            PINS           PINS          PINS         PINS          PINS
        Interest                                   ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Janitorial                                    R&M             R&M            JAN          JAN           JAN          JAN
        Land Lease                                    GDR             GDR            GDR          GDR           GDR          GDR
        Landscaping (Exterior)                        R&M             R&M            R&M          R&M           R&M          R&M
        Landscaping/Plants (Interior)                 R&M             R&M            R&M          R&M           R&M          R&M
        Leased Equipment                              G&A             G&A            G&A          G&A           G&A          G&A
        Leasing Comissions                        **********      **********         LC            LC           LC            LC
        Leasing Office Expense                        G&A             G&A            G&A          G&A           G&A          G&A
        Legal Fees                                   PFEE            PFEE           PFEE          PFEE         PFEE          PFEE
        Licenses                                      G&A             G&A            G&A          G&A           G&A          G&A
        Life Insurance                             ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Life Safety                                   G&A             G&A            G&A          G&A           G&A          G&A
        Loan Prncipal                              ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Locks/Keys                                    R&M             R&M            R&M          R&M           R&M          R&M
        Maid Service                                  R&M             R&M            JAN          JAN           JAN          JAN
        Make Ready                                    R&M             R&M            R&M          R&M           R&M          R&M
        Management Fees                              MFEE            MFEE           MFEE          MFEE         MFEE          MFEE
        Manager Salaries                              P&B             P&B            P&B          P&B           P&B          P&B
        Marketing                                     A&M             A&M            A&M          A&M           A&M          A&M
        Meals Expense                             **********      **********     **********    **********   **********    **********
        Mechanical                                    R&M             R&M            R&M          R&M           R&M          R&M
        Media Commissions                             A&M             A&M            A&M          A&M           A&M          A&M
        Mileage                                       G&A             G&A            G&A          G&A           G&A          G&A
        Miscellaneous                                OEXP            OEXP           OEXP          OEXP         OEXP          OEXP
        Miscellaneous G & A                           G&A             G&A            G&A          G&A           G&A          G&A
        Model Apartment                               G&A         **********     **********    **********   **********    **********
        Newspaper                                     A&M             A&M            A&M          A&M           A&M          A&M
        Office Supplies                               G&A             G&A            G&A          G&A           G&A          G&A
        Other Departmental Expense                **********      **********     **********    **********   **********    **********
        Other Expenses                               OEXP            OEXP           OEXP          OEXP         OEXP          OEXP
        Owners Draw                                ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Painting                                      R&M             R&M            R&M          R&M           R&M          R&M
        Parking Lot                                   R&M             R&M            R&M          R&M           R&M          R&M
        Partnership Fees                           ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Payroll & Benefits                            P&B             P&B            P&B          P&B           P&B          P&B
        Payroll Taxes                                 P&B             P&B            P&B          P&B           P&B          P&B
        Permits                                       G&A             G&A            G&A          G&A           G&A          G&A
        Personal Property Taxes                       G&A             G&A            G&A          G&A           G&A          G&A
        Pest Control                                  R&M             R&M            R&M          R&M           R&M          R&M
        Plumbing                                      R&M             R&M            R&M          R&M           R&M          R&M
        Pool                                          R&M             R&M        **********    **********   **********       R&M
        Postage                                       G&A             G&A            G&A          G&A           G&A          G&A
        Printing                                      G&A             G&A            G&A          G&A           G&A          G&A
        Professional Fees                            PFEE            PFEE           PFEE          PFEE         PFEE          PFEE
        Promotions                                    A&M             A&M            A&M          A&M           A&M          A&M
        Property Insurance                           PINS            PINS           PINS          PINS         PINS          PINS
        Real Estate Taxes                             RET             RET            RET          RET           RET          RET
        Repair Escrow                                CAPEX           CAPEX          CAPEX        CAPEX         CAPEX        CAPEX
        Repairs & Maintenance                         R&M             R&M            R&M          R&M           R&M          R&M
        Room Expense (Departmental)               **********      **********     **********    **********   **********    **********
        Room Expense-Housekeeping                 **********      **********     **********    **********   **********    **********
        Rubbish Removal                               R&M             R&M            R&M          R&M           R&M          R&M
        Salaries                                      P&B             P&B            P&B          P&B           P&B          P&B
        Scavenger                                     R&M             R&M            R&M          R&M           R&M          R&M
        Security                                      G&A             G&A            G&A          G&A           G&A          G&A
        Sewer                                         UTL             UTL            UTL          UTL           UTL          UTL
        Signage                                       A&M             A&M            A&M          A&M           A&M          A&M
        Snow Removal                                  R&M             R&M            R&M          R&M           R&M          R&M
        Subscribtions/Dues                            G&A             G&A            G&A          G&A           G&A          G&A
        Telephone                                     G&A             G&A            G&A          G&A           G&A          G&A
        Telephone (Departmental)                  **********      **********     **********    **********   **********    **********
        Temporary Help                                P&B             P&B            P&B          P&B           P&B          P&B



<CAPTION>
---------------------------------------------------------------------------------------------
                                                COMMERCIAL     LODGING   HEALTH CARE
                                               SELF STORAGE    LODGING   HEALTH CARE
---------------------------------------------------------------------------------------------
        <S>                                    <C>             <C>       <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Floor Covering Replacement                 R&M           R&M         R&M
        Food & Beverage Expense (Departmental)  **********       F&B      **********
        Franchise Fees                          **********      FFEE      **********
        Freight & Shipping                         G&A           G&A         G&A
        Gas                                        UTL           UTL         UTL
        General & Administrative                   G&A           G&A         G&A
        Ground Rent                                GDR           GDR         GDR
        Hazard Liability                           PINS         PINS         PINS
        Health Benefits                            P&B           P&B         P&B
        HVAC                                       R&M           R&M         R&M
        Insurance                                  PINS         PINS         PINS
        Interest                                ELIMINATE     ELIMINATE   ELIMINATE
        Janitorial                              **********   **********     RMSHK
        Land Lease                                 GDR           GDR         GDR
        Landscaping (Exterior)                     R&M           R&M         R&M
        Landscaping/Plants (Interior)              R&M           R&M         R&M
        Leased Equipment                           G&A           G&A         G&A
        Leasing Comissions                          LC       **********   **********
        Leasing Office Expense                     G&A           G&A         G&A
        Legal Fees                                 PFEE         PFEE         PFEE
        Licenses                                   G&A           G&A         G&A
        Life Insurance                          ELIMINATE     ELIMINATE   ELIMINATE
        Life Safety                                G&A           G&A         G&A
        Loan Prncipal                           ELIMINATE     ELIMINATE   ELIMINATE
        Locks/Keys                                 R&M           R&M         R&M
        Maid Service                            **********   **********     RMSHK
        Make Ready                                 R&M           R&M         R&M
        Management Fees                            MFEE         MFEE         MFEE
        Manager Salaries                           P&B           P&B         P&B
        Marketing                                  A&M           A&M         A&M
        Meals Expense                           **********       F&B         MLSE
        Mechanical                                 R&M           R&M         R&M
        Media Commissions                          A&M           A&M         A&M
        Mileage                                    G&A           G&A         G&A
        Miscellaneous                              OEXP         OEXP         OEXP
        Miscellaneous G & A                        G&A           G&A         G&A
        Model Apartment                         **********   **********   **********
        Newspaper                                  A&M           A&M         A&M
        Office Supplies                            G&A           G&A         G&A
        Other Departmental Expense              **********       ODE      **********
        Other Expenses                             OEXP         OEXP         OEXP
        Owners Draw                             ELIMINATE     ELIMINATE   ELIMINATE
        Painting                                   R&M           R&M         R&M
        Parking Lot                                R&M           R&M         R&M
        Partnership Fees                        ELIMINATE     ELIMINATE   ELIMINATE
        Payroll & Benefits                         P&B           P&B         P&B
        Payroll Taxes                              P&B           P&B         P&B
        Permits                                    G&A           G&A         G&A
        Personal Property Taxes                    G&A           G&A         G&A
        Pest Control                               R&M           R&M         R&M
        Plumbing                                   R&M           R&M         R&M
        Pool                                    **********       R&M         R&M
        Postage                                    G&A           G&A         G&A
        Printing                                   G&A           G&A         G&A
        Professional Fees                          PFEE         PFEE         PFEE
        Promotions                                 A&M           A&M         A&M
        Property Insurance                         PINS         PINS         PINS
        Real Estate Taxes                          RET           RET         RET
        Repair Escrow                             CAPEX         CAPEX       CAPEX
        Repairs & Maintenance                      R&M           R&M         R&M
        Room Expense (Departmental)             **********      RMSE      **********
        Room Expense-Housekeeping               **********      RMSE        RMSHK
        Rubbish Removal                            R&M           R&M         R&M
        Salaries                                   P&B           P&B         P&B
        Scavenger                                  R&M           R&M         R&M
        Security                                   G&A           G&A         G&A
        Sewer                                      UTL           UTL         UTL
        Signage                                    A&M           A&M         A&M
        Snow Removal                               R&M           R&M         R&M
        Subscribtions/Dues                         G&A           G&A         G&A
        Telephone                                  G&A       **********      G&A
        Telephone (Departmental)                **********      DTEL      **********
        Temporary Help                             P&B           P&B         P&B
</TABLE>
<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            COMMERCIAL
                                                 MULTI FAMILY    MULTI FAMILY    COMMERCIAL    COMMERCIAL   INDUSTRIAL/   COMMERCIAL
                                                 MULTI FAMILY     MOBILE HOME      OFFICE        RETAIL      WAREHOUSE    MIXED USE
-----------------------------------------------------------------------------------------------------------------------------------
        <S>                                      <C>             <C>             <C>           <C>          <C>           <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Tenant Improvements                       **********      **********         TI           TI            TI           TI
        Trash Removal                                 UTL             UTL            UTL          UTL           UTL          UTL
        Travel                                        G&A             G&A            G&A          G&A           G&A          G&A
        Turnover                                      R&M             R&M             TI          TI             TI           TI
        Unemployement Insurance                       P&B             P&B            P&B          P&B           P&B          P&B
        Uniform Service                               G&A             G&A            G&A          G&A           G&A          G&A
        Utilities                                     UTL             UTL            UTL          UTL           UTL          UTL
        Utility Vehicle                               G&A             G&A            G&A          G&A           G&A          G&A
        Vehicle Lease                                 G&A             G&A            G&A          G&A           G&A          G&A
        Water                                         UTL             UTL            UTL          UTL           UTL          UTL
        Worker's Comp                                 P&B             P&B            P&B          P&B           P&B          P&B
        Yellow Pages                                  A&M             A&M            A&M          A&M           A&M          A&M



<CAPTION>
----------------------------------------------------------------------------------------
                                                COMMERCIAL     LODGING   HEALTH CARE
                                               SELF STORAGE    LODGING   HEALTH CARE
----------------------------------------------------------------------------------------
        <S>                                    <C>             <C>       <C>
        Tenant Improvements                        TI        **********   **********
        Trash Removal                              UTL           UTL         UTL
        Travel                                     G&A           G&A         G&A
        Turnover                                    TI       **********      R&M
        Unemployement Insurance                    P&B           P&B         P&B
        Uniform Service                            G&A           G&A         G&A
        Utilities                                  UTL           UTL         UTL
        Utility Vehicle                            G&A           G&A         G&A
        Vehicle Lease                              G&A           G&A         G&A
        Water                                      UTL           UTL         UTL
        Worker's Comp                              P&B           P&B         P&B
        Yellow Pages                               A&M           A&M         A&M
</TABLE>



<PAGE>


                                    EXHIBIT O

                     FORM OF SPECIAL SERVICER MONTHLY REPORT

<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                     SPECIALLY SERVICED LOAN DETAIL - PART 1

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                 Offering        Servicing    Resolution
  Distribution      Loan         Document         Transfer     Strategy     Scheduled    Property                Interest
      Date         Number     Cross-Reference       Date       Code (1)      Balance     Type (2)     State        Rate
-------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>                <C>          <C>           <C>          <C>          <C>        <C>








<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                     Net                                                         Remaining
  Distribution      Actual        Operating       NOI                 Note       Maturity      Amortization
      Date         Balance         Income        Date      DSCR       Date         Date            Term
-----------------------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>       <C>        <C>        <C>           <C>







</TABLE>

(1) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved              11 - Full Payoff
4 - Extension             9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                 to Master Servicer    13 - Other or TBD

(2) Property Type Code
----------------------

MF - Multi-Family              OF - Office
RT - Retail                    MU - Mixed Use
HC - Health Care               LO - Lodging
IN - Industrial                SS - Self Storage
WH - Warehouse                 OT - Other
MH - Mobile Home Park


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 14 of 17
<PAGE>


<TABLE>
<S>                                   <C>                                             <C>
          ---------                                                                   ---------------------------------------------
          | WELLS |                                                                   | For Additional Information please contact |
          | FARGO |                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.     |          CTSLink Customer Service         |
          ---------                   COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES   |              (301) 815- 6600              |
                                                      SERIES 2001-IQ                  |  Reports Available on the World Wide Web  |
Wells Fargo Bank Minnesota, N.A.                                                      |           @ www.ctslink.com/cmbs          |
Corporate Trust Services                                                              ---------------------------------------------
11000 Broken Land Parkway                                                                      PAYMENT DATE:      11/19/2001
Columbia, MD 21044                                                                             RECORD DATE:       10/31/2001
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                     SPECIALLY SERVICED LOAN DETAIL - PART 2

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                            Offering      Resolution      Site
Distribution    Loan        Document       Strategy    Inspection                  Appraisal   Appraisal       Other REO
    Date       Number   Cross-Reference    Code (1)       Date      Phase 1 Date      Date       Value     Property Revenue  Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>          <C>            <C>         <C>         <C>               <C>




</TABLE>

(1) Resolution Strategy Code
----------------------------

1 - Modification          6 - DPO                   10 - Deed in Lieu
2 - Foreclosure           7 - REO                        of Foreclosure
3 - Bankruptcy            8 - Resolved              11 - Full Payoff
4 - Extension             9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                 to Master Servicer    13 - Other or TBD


--------------------------------------------------------------------------------
Copyright 1997, Wells Fargo Bank Minnesota, N.A.                   Page 15 of 17





<PAGE>


                                    EXHIBIT P

                        FORM OF NOI ADJUSTMENT WORKSHEET




                      COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                        <C>              <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                        Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                         Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                             specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate

</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents,
excl. Leasing Commission and TI's.



<TABLE>
<CAPTION>
<S>                                        <C>              <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:                                    YYYY                                         NOTES
                                         BORROWER         ADJUSTMENT     NORMALIZED
    Statement Classification              ACTUAL
    Gross Potential Rent (2)
       Less: Vacancy Loss
                   OR
    Base Rent (2)
    Expense Reimbursement
    Percentage Rent
    Parking Income
    Other Income

 EFFECTIVE GROSS INCOME

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
$amt for Vacancy Loss


OPERATING EXPENSES:
    Real Estate Taxes
    Property Insurance
    Utilities
    Repairs and Maintenance
    Janitorial
    Management Fees
    Payroll & Benefits Expense
    Advertising & Marketing
    Professional Fees
    General and Administrative
    Other Expenses                                                                      For self-storage include franchise fees
    Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

   Leasing Commissions (3)
   Tenant Improvements (3)
   Capital Expenditures
   Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

(3) Actual current yr, but normalize for annual if possible via contractual, U/W
or other data

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
</TABLE>
(i.e.. operating statements, financial statements, tax return, other)


----------
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.


INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                                 <C>                  <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
    PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                         Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                    specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents.



<TABLE>
<CAPTION>
<S>                                    <C>              <C>              <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
 INCOME:                                 YYYY                                           NOTES
                                       BORROWER         ADJUSTMENT       NORMALIZED
     Statement Classification           ACTUAL
     Gross Potential Rent (2)                                                        Include Pad/RV rent
        Less: Vacancy Loss
                 OR
     Base Rent (2)
     Laundry/Vending Income
     Parking Income
     Other Income                                                                    Include forfeited security/late fees/pet
  EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
amt for Vacancy Loss

 OPERATING EXPENSES:
     Real Estate Taxes
     Property Insurance
     Utilities
     Repairs and Maintenance
     Management Fees
     Payroll & Benefits Expense
     Advertising & Marketing
     Professional Fees
     General and Administrative
     Other Expenses
     Ground Rent
  TOTAL OPERATING EXPENSES

  OPERATING EXPENSE RATIO

  NET OPERATING INCOME

     Capital Expenditures
     Extraordinary Capital Expenditures
  TOTAL CAPITAL ITEMS

  NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
  NET CASH FLOW AFTER DEBT SERVICE

  DSCR: (NOI/DEBT SERVICE)

  DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                        LODGING NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                             <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
    PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                            Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Daily Rate
     Rev per Av. Room
</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents.



<TABLE>
<CAPTION>
<S>                                  <C>             <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------------------------------
 INCOME:                               YYYY                                        NOTES
                                     BORROWER        ADJUSTMENT     NORMALIZED
     Statement Classification         ACTUAL
     Room Revenue
     Food & Beverage Revenues
     Telephone Revenue
     Other Departmental Revenue
     Other Income

 DEPARTMENTAL REVENUE: (2)
</TABLE>

(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files

  OPERATING EXPENSES:
DEPARTMENTAL
      Room
      Food & Beverage
      Telephone Expenses
      Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Franchise Fee
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Other Expenses
      Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
   OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
   NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

   NET CASH FLOW

   DEBT SERVICE (PER SERVICER)
   NET CASH FLOW AFTER DEBT SERVICE

   DSCR: (NOI/DEBT SERVICE)

   DSCR: (NCF/DEBT SERVICE)

   SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                           <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
 PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
      Current Scheduled Loan Balance/Paid to Date                             Current Allocated Loan Amount %
      Property Name
      Property Type
      Property Address, City, State
      Net Rentable SF/Units/Pads,Beds                         Use second box to specify sqft.,units...
      Year Built/Year Renovated
      Cap Ex Reserve (annually)/per Unit.etc. (1)             specify annual/per unit...
      Year of Operations
      Occupancy Rate (physical)
      Occupancy Date
      Average Rental Rate
</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents.



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  INCOME:                             YYYY                                       NOTES
                                    BORROWER       ADJUSTMENT     NORMALIZED
     Statement Classification        ACTUAL
<S>                                <C>             <C>            <C>            <C>
     Gross Potential Rent (2)
        Less: Vacancy Loss
                      OR
     Private Pay (2)
     Medicare/Medicaid
     Nursing/Medical Income
     Meals Income
     Other Income

   EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Private
Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Room expense - housekeeping
      Meal expense
      Other Expenses
      Ground Rent
   TOTAL OPERATING EXPENSES

   OPERATING EXPENSE RATIO

   NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

   NET CASH FLOW

   DEBT SERVICE (PER SERVICER)
   NET CASH FLOW AFTER DEBT SERVICE

   DSCR: (NOI/Debt Service)

   DSCR: (NCF/DEBT SERVICE)

   SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                                    EXHIBIT Q

                                    Reserved


<PAGE>


                                    EXHIBIT R

                                    Reserved


<PAGE>


                                   EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
CAPMARK SERVICES, L.P.

AND WHEN RECORDED MAIL TO:

CAPMARK SERVICES, L.P.
245 Peachtree Center NE
Suite 1800
Atlanta, Georgia 30303
Attention:  Commercial Mortgage Pass-Through
            Certificates Series 2001-IQ



                    Space above this line for Recorder's use
--------------------------------------------------------------------------------


                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK MINNESOTA,
N.A., as trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-IQ ("Trustee"), under that
certain Pooling and Servicing Agreement dated as of October 1, 2001 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
CAPMARK SERVICES, L.P., as Master Servicer under the Pooling and Servicing
Agreement ("CapMark"), 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 CapMark to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by CapMark
of its duties as Master Servicer under the Pooling and Servicing Agreement,
giving and granting unto CapMark 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 CapMark shall lawfully do
or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2001.



                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       trustee for Morgan Stanley Dean Witter
                                       Capital I Inc., Commercial Mortgage
                                       Pass-Through Certificates, Series
                                       2001-IQ



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On ______ before me, _____________________________________________________
          Date                  Name and Title of Officer (i.e., Your Name,

____________________ personally appeared _______________________________________
   Notary Public)                            Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.


      _____________________________
      Signature of Notary




                                           (Affix seal in the above blank space)


<PAGE>


                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
GMAC COMMERCIAL MORTGAGE CORPORATION

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
550 California Street, 12th Floor
San Francisco, CA 94104
Attention:  Commercial Mortgage Pass-Through
            Certificates Series 2001-IQ



                   Space above this line for Recorder's use
--------------------------------------------------------------------------------



                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK MINNESOTA,
N.A., as trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-IQ ("Trustee"), under that
certain Pooling and Servicing Agreement dated as of October 1, 2001 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and
Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable GMAC to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by GMAC of
its duties as Special Servicer under the Pooling and Servicing Agreement, giving
and granting unto GMAC full power and authority to do and perform any and every
act necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that GMAC shall lawfully do or cause to
be done by virtue hereof.


<PAGE>


            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2001.



                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       trustee for Morgan Stanley Dean Witter
                                       Capital I Inc., Commercial Mortgage
                                       Pass-Through Certificates, Series
                                       2001-IQ



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On ______ before me, _____________________________________________________
          Date                  Name and Title of Officer (i.e., Your Name,

____________________ personally appeared _______________________________________
   Notary Public)                            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 DEBT SERVICE COVERAGE RATIO PROCEDURES

            "Debt Service Coverage Ratios" generally means the ratio of
"Underwritable Cash Flow" estimated to be produced by the related Mortgaged
Property to the annualized amount of debt service payable under that Mortgage
Loan. "Underwritable Cash Flow" in each case is an estimate of stabilized cash
flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a Mortgaged Property (consisting
primarily of rental income) less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses (such as insurance, real
estate taxes and, if applicable, ground lease payments) and (c) capital
expenditures and reserves for capital expenditures, including tenant improvement
costs and leasing commissions. Underwritable Cash Flow generally does not
reflect interest expenses and non-cash items such as depreciation and
amortization. In determining Underwritable Cash Flow for a Mortgaged Property,
the Master Servicer may rely on rent rolls and other generally unaudited
financial information provided by the respective borrowers and may estimate cash
flow taking into account historical financial statements, material changes in
the operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.


<PAGE>


                                    EXHIBIT U

                 FORM OF ASSIGNMENT AND ASSUMPTION SUBMISSION TO
                                SPECIAL SERVICER



PRESENT MORTGAGOR:

PROPOSED MORTGAGOR:

MASTER SERVICER #:

PRIMARY SERVICER #:

SPECIAL SERVICER #:

COLLATERAL TYPE:                  (Retail, Industrial, Apartments, Office, etc.)

ADDRESS:                           PROPERTY ADDRESS

                                   CITY, STATE, ZIP CODE


ASSET STATUS:                      As of (date)

  Principal Balance:               $
  Unpaid Accrued Interest:         $
  Unpaid Late Fees/other fees:     $
  Tax Escrow Balance:              $
              (a)  Insurance Escrow Balance:        $

  Reserve Escrow Balance:          $
  Monthly (P&I) Payment:           $
  Interest Rate:                   %
  Date Principal Paid To:
  Date Interest Paid To:
  Maturity Date:
  Origination Date:



EXECUTIVE SUMMARY:

1.  Summarize the transaction

    a.  note any significant modification of terms of the Loan Documents
        permitting assumption that could result in Adverse REMIC Event

2.  Discuss proposed Mortgagor entity and ownership structure

    a.  include any changes in level of SAE or SPE compliance from existing
        Mortgagor (as noted on Asset Summary attached)

3.  How will title be held

4.  Source of cash for down payment

5.  Briefly describe collateral

    a.  Size, occupancy, primary tenants, location

    b.  Prior year NOI and DSCR and Pro-forma NOI DSCR

6.  Complete the chart below:

The sale terms and property characteristics are summarized as follows:

---------------------------------------------------------------
Purchase price                              $
---------------------------------------------------------------
Buyer down payment                          $   (%)
---------------------------------------------------------------
Estimated closing date
---------------------------------------------------------------
1% loan fee split: Primary                  % - $
---------------------------------------------------------------
         Master Servicer                    % - $
---------------------------------------------------------------
         GMACCM Special Servicer            50% - $
---------------------------------------------------------------
Most recent appraised value                 $
according to appraisal in
Master/Primary Servicer's
possession
---------------------------------------------------------------
Loan-to-value as if initial                 %
underwriting
---------------------------------------------------------------
Occupancy as of                             %
---------------------------------------------------------------
12/31/__ NOI                                $
---------------------------------------------------------------
Debt service coverage as of                 x
---------------------------------------------------------------


FINANCIAL CONDITION OF PROPOSED MORTGAGOR/GUARANTOR:

1.  Explain background and experience of the proposed Mortgagor/principals;
    describe any deficiencies in Mortgagor's ability to meet creditworthiness
    and experience requirements of Loan Documents and compare creditworthiness
    and experience of proposed Mortgagor to that of transferring Mortgagor to
    the extent information about transferring Mortgagor is available.

2.  State date of the financial statement, who prepared, if CPA, state the
    opinion rendered, how assets are valued

3.  Highlight Balance sheet and Income statement

    a.  Describe significant assets (e.g. obtain from proposed Mortgagor and
        Guarantor (as applicable) information about how it values its assets)

    b.  Related debt

4.  For public companies that have historical financial information:

    a.  Spread Balance Sheet for minimum of two (2) years (request three (3)
        years, if available)

    b.  Spread and commonsize Income statement for minimum of two (2) years
        (request three (3) years, if available);

5.  Explain results of credit checks, legal searches and banking credit
    references (two required)

6.  If Rating Agency Confirmation is permitted under applicable Loan Documents,
    note if such Confirmation will be sought

7.  Describe whether assigning Mortgagor and/or Guarantors will be released from
    its obligations under the Loan Documents [from and after the date of the
    transfer]. If so, describe extent of release and rationale for it.

PROJECT STATUS & DESCRIPTION: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1.  Describe any current, material issues regarding the operating status of the
property: (e.g. issues surrounding current occupancy, anchor tenants, tenant
rollover)

PROPERTY FINANCIAL SUMMARY: (See attached Income and Expense Statements for
Mortgaged Property and year-to-date operating statements)

NEW ENVIRONMENTAL AND ENGINEERING DEVELOPMENTS (IF ANY) AND STATUS OF ISSUES
IDENTIFIED IN ORIGINAL REPORTS OR LOAN DOCUMENTS AS NEEDING REMEDIATION: (See
attached Asset Summary)

1.  Describe any material issues requiring remediation contained in original
    reports

2.  Describe current status of issue and remediation

ESCROW STATUS:

1.  Explain status of all reserves

PROPERTY MANAGEMENT SUMMARY:

1.  Who is proposed property management firm

2.  Background and Experience

COLLATERAL VALUATION:

1.  Discuss the original appraisal

    A.  Who prepared

    B.  Attach Executive Summary and discussion of approach to value given most
        weight from most recent appraisal in Master/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)

REQUEST FOR SPECIAL SERVICER CONSENT:

Master/Primary Servicer hereby recommends and requests consent of Special
Servicer to the foregoing Assignment and Assumption.






By:________________________________


Title:_____________________________


Date:______________________________



Consent to Assignment & Assumption is given:
GMAC COMMERCIAL MORTGAGE CORPORATION,
acting solely in its capacity as Special Servicer





By:________________________________


Title:_____________________________


Date:______________________________
<PAGE>


                 SCHEDULE OF EXHIBITS TO ASSUMPTION SUBMISSION



1.  Financial statements of purchasing entity and any guarantors (audited, if
    available)
2.  Financial statement of selling entity only if available
3.  Bank and/or credit references for transferee
4.  Credit report for principal(s) of the proposed borrowing entity.
5.  Most recent Income & Expense Statement for Mortgaged Property and operating
    statement review
6.  Income & Expense Statement for Mortgaged Property for previous two (2) years
    to the extent available
7.  Most recent Property Inspection report
8.  Original Asset Summary for Mortgaged Property
9.  Purchase and Sale Agreement
10. If available from Mortgagor, diagram of proposed ownership structure,
    including percentages of ownership
11. Proposed property management agreement
12. Description and source of equity being used for the purchase, if available
13. Most recent Rent Roll
14. Copy of Promissory Note, Mortgage and any Loan Agreement
15. Other items as required by the description set forth above

<PAGE>
                                    EXHIBIT V

      FORM OF ADDITIONAL LIEN, MONETARY ENCUMBRANCE OR MEZZANINE FINANCING
                         SUBMISSION TO SPECIAL SERVICER



MORTGAGOR:

MASTER SERVICER LOAN #:

PRIMARY SERVICER LOAN #:

COLLATERAL TYPE:                  (Retail, Industrial, Apartments, Office, etc.)

ADDRESS OF PROPERTY:



ASSET STATUS                      As of (date):
   Principal Balance:             $
   Unpaid Accrued Interest:       $
   Unpaid Late Fees/other fees:   $
   Tax Escrow Balance:            $
   Insurance Escrow Balance:      $
   Monthly P&I Payment:           $
   Interest Rate:                 %
   Date Principal Paid To:
   Date Interest Paid To:
   Origination Date:
   Maturity Date:



EXECUTIVE SUMMARY:

1.  Summarize the transaction

    a.  note deviations from requirements for subordinate/mezzanine financing
        contained in Loan Documents

    b.  if Rating Agency Confirmation is permitted under applicable Loan
        Documents, note if such Confirmation will be sought

2.  State amount and purpose of Lien/Financing

3.  Interest Rate

4.  Amount of Monthly/Periodic Payment (identify if P&I or Interest only)

5.  Identify Subordinate/Mezzanine Lender

    a.  provide any information furnished by Mortgagor regarding proposed lender

6.  Collateral pledged or mortgaged as security:

7.  Briefly describe collateral

    a.  Size, occupancy, primary tenants, location

    b.  NOI and DSCR for prior year and, if available, prior two years and Pro-
        forma NOI DSCR

8.  Complete the chart below:

The transaction terms and property characteristics are summarized as follows:

----------------------------------------------------------------------
Estimated closing date for financing:
----------------------------------------------------------------------
Administrative fee to Primary Servicer                  $
----------------------------------------------------------------------
Additional Fees, if any                                 $
(50%: Special Servicer; %: Master
Servicer; %: Primary Servicer
----------------------------------------------------------------------
Most recent appraised value                             $
according to appraisal
in Master/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 Master/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 SPECIAL SERVICER CONSENT

Master/Primary Servicer hereby recommends and requests consent of Special
Servicer to the foregoing [Subordinate/Mezzanine] Financing.





By:_____________________________________


Title:__________________________________


Date:___________________________________



Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as
described above is given:

GMAC COMMERCIAL MORTGAGE CORPORATION,
acting solely in its capacity as Special Servicer







By:_____________________________________


Title:__________________________________


Date:___________________________________
<PAGE>
         SCHEDULE OF EXHIBITS TO ADDITIONAL LIEN, MONETARY ENCUMBRANCE
                       OR MEZZANINE FINANCING SUBMISSION



1.    Most recent Income & Expense Statement for property and operating
      statement review
2.    Original Asset Summary for Mortgaged Property
3.    [FOR MEZZANINE FINANCING: If available from Mortgagor, diagram of proposed
      ownership structure, including percentages of ownership]
4.    [FOR SUBORDINATE MORTGAGE: Copy of Subordination/Intercreditor Agreement
      in substantially the form to be executed with subordinate lender]
5.    Copy of Note, Mortgage and any Loan Agreement
6.    Copy of subordinate loan documents in substantially the form to be
      executed
7.    Most recent Rent Roll.
8.    Other items as required by the description set forth above


<PAGE>
                                    EXHIBIT W

                           RESTRICTED SERVICER REPORTS



                         CMSA INVESTOR REPORTING PACKAGE
                       COMPARATIVE FINANCIAL STATUS REPORT
                                AS OF __________
                             (PROPERTY LEVEL REPORT)

<TABLE>

Operating Information Reflected As NOI____ or NCF______

<CAPTION>
   P4        P9      P10       P52          P21         L8          P57          P44        P51     P45      P47 OR P76   P48 OR P77

                                                                                                   ORIGINAL UNDERWRITING
                                                                                                        INFORMATION
                                                                               BASE YEAR



Property    City    State     Last        Current      Paid      Allocated     Financial     %      Total        $          (1)
   ID                       Property     Allocated     Thru       Annual         Info       OCC    Revenue    NOI/NCF      DSCR
                           Inspection      Loan        Date       Debt          as of
                              Date         Amount                 Service        Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>    <C>           <C>           <C>       <C>           <C>          <C>     <C>       <C>          <C>

                            yyyymmdd                                           yyyymmdd



Total:                                   $                        $                  **      WA    $          $             WA





<CAPTION>
  P60         P66     P61      P63 OR P80   P65 OR P81   P53          P59     P54      P56 OR P78    P58 OR P79

                  2ND PRECEDING ANNUAL OPERATING                      PRECEDING ANNUAL OPERATING
                           INFORMATION                                       INFORMATION

AS OF __________               NORMALIZED                AS OF __________              NORMALIZED


 Financial     %      Total        $          (1)        Financial     %      Total         $            (1)
   Info       OCC    Revenue    NOI/NCF      DSCR          Info       OCC    Revenue     NOI/NCF         DSCR
  as of                                                    as of
   Date                                                    Date
-----------------------------------------------------------------------------------------------------------------------------------
 <S>          <C>     <C>       <C>          <C>         <C>          <C>    <C>         <C>             <C>

 yyyymmdd                                                yyyymmdd



               WA     $         $            WA                       WA     $           $               WA




<CAPTION>
 P73       P74       P30      P29      P68     P70 OR P82   P72 OR P83      (2)

                      MOST RECENT FINANCIAL                                     NET CHANGE
                           INFORMATION
                      *NORMALIZED OR ACTUAL                                  PRECEDING & BASIS

 FS        FS       Occ As     $       Total        $           (1)          %         %          (1)
Start      End        of      OCC     Revenue    NOI/NCF       DSCR         OCC      Total       DSCR
Date      Date       Date                                                           Revenue
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>     <C>        <C>           <C>          <C>     <C>          <C>

yyyymmdd  yyyymmdd  yyyymmdd



          WA                          $          $             WA           WA      $            WA

</TABLE>

List all properties currently in deal with or without information largest to
smallest loan

This report should reflect the information provided in the CMSA Property File
and CMSA Loan Periodic Update File.

----------

(1) DSCR should match to Operating Statement Analysis Report and is normally
calculated using NOI or NCF / Debt Service times the allocated loan percentage.
(2) Net change should compare the latest year to the Base Year. * As required by
Trust Agreements.
** Weighted Averages should be computed and reflected if the data is relevant
and applicable.



<PAGE>



                      COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                        <C>              <C>            <C>            <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                        Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                         Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                             specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate

</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents,
excl. Leasing Commission and TI's.

<TABLE>
<CAPTION>
<S>                                        <C>              <C>            <C>            <C>
--------------------------------------------------------------------------------------------------------
INCOME:                                    YYYY                                         NOTES
                                         BORROWER         ADJUSTMENT     NORMALIZED
    Statement Classification              ACTUAL
    Gross Potential Rent (2)
       Less: Vacancy Loss
                   OR
    Base Rent (2)
    Expense Reimbursement
    Percentage Rent
    Parking Income
    Other Income

 EFFECTIVE GROSS INCOME

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
$amt for Vacancy Loss


OPERATING EXPENSES:
    Real Estate Taxes
    Property Insurance
    Utilities
    Repairs and Maintenance
    Janitorial
    Management Fees
    Payroll & Benefits Expense
    Advertising & Marketing
    Professional Fees
    General and Administrative
    Other Expenses                                                                      For self-storage include franchise fees
    Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

   Leasing Commissions (3)
   Tenant Improvements (3)
   Capital Expenditures
   Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

(3) Actual current yr, but normalize for annual if possible via contractual, U/W
or other data

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
</TABLE>
(i.e.. operating statements, financial statements, tax return, other)


----------
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.


INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                                 <C>                  <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
    PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                         Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                    specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
<S>                                    <C>              <C>              <C>         <C>
------------------------------------------------------------------------------------------------------------
 INCOME:                                 YYYY                                           NOTES
                                       BORROWER         ADJUSTMENT       NORMALIZED
     Statement Classification           ACTUAL
     Gross Potential Rent (2)                                                        Include Pad/RV rent
        Less: Vacancy Loss
                 OR
     Base Rent (2)
     Laundry/Vending Income
     Parking Income
     Other Income                                                                    Include forfeited security/late fees/pet
  EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
amt for Vacancy Loss

 OPERATING EXPENSES:
     Real Estate Taxes
     Property Insurance
     Utilities
     Repairs and Maintenance
     Management Fees
     Payroll & Benefits Expense
     Advertising & Marketing
     Professional Fees
     General and Administrative
     Other Expenses
     Ground Rent
  TOTAL OPERATING EXPENSES

  OPERATING EXPENSE RATIO

  NET OPERATING INCOME

     Capital Expenditures
     Extraordinary Capital Expenditures
  TOTAL CAPITAL ITEMS

  NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
  NET CASH FLOW AFTER DEBT SERVICE

  DSCR: (NOI/DEBT SERVICE)

  DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                        LODGING NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                             <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
    PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                            Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                specify annual/per unit...
     Year of Operations
     Occupancy Rate (physical)
     Occupancy Date
     Average Daily Rate
     Rev per Av. Room
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
<S>                                  <C>             <C>            <C>            <C>
-----------------------------------------------------------------------------------------------
 INCOME:                               YYYY                                        NOTES
                                     BORROWER        ADJUSTMENT     NORMALIZED
     Statement Classification         ACTUAL
     Room Revenue
     Food & Beverage Revenues
     Telephone Revenue
     Other Departmental Revenue
     Other Income

 DEPARTMENTAL REVENUE: (2)
</TABLE>

(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files

  OPERATING EXPENSES:
DEPARTMENTAL
      Room
      Food & Beverage
      Telephone Expenses
      Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Franchise Fee
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Other Expenses
      Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
   OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
   NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

   NET CASH FLOW

   DEBT SERVICE (PER SERVICER)
   NET CASH FLOW AFTER DEBT SERVICE

   DSCR: (NOI/DEBT SERVICE)

   DSCR: (NCF/DEBT SERVICE)

   SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                           <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
 PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
      Current Scheduled Loan Balance/Paid to Date                             Current Allocated Loan Amount %
      Property Name
      Property Type
      Property Address, City, State
      Net Rentable SF/Units/Pads,Beds                         Use second box to specify sqft.,units...
      Year Built/Year Renovated
      Cap Ex Reserve (annually)/per Unit.etc. (1)             specify annual/per unit...
      Year of Operations
      Occupancy Rate (physical)
      Occupancy Date
      Average Rental Rate
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
  INCOME:                             YYYY                                       NOTES
-----------------------------------------------------------------------------------------------
                                    BORROWER       ADJUSTMENT     NORMALIZED
     Statement Classification        ACTUAL
<S>                                <C>             <C>            <C>            <C>
     Gross Potential Rent (2)
        Less: Vacancy Loss
                      OR
     Private Pay (2)
     Medicare/Medicaid
     Nursing/Medical Income
     Meals Income
     Other Income

   EFFECTIVE GROSS INCOME
</TABLE>

(2) Use either Gross Potential (with Vacancy Loss) or Private
Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Room expense - housekeeping
      Meal expense
      Other Expenses
      Ground Rent
   TOTAL OPERATING EXPENSES

   OPERATING EXPENSE RATIO

   NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

   NET CASH FLOW

   DEBT SERVICE (PER SERVICER)
   NET CASH FLOW AFTER DEBT SERVICE

   DSCR: (NOI/Debt Service)

   DSCR: (NCF/DEBT SERVICE)

   SOURCE OF FINANCIAL DATA:

(i.e. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS



<PAGE>



                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                                 <C>            <C>         <C>          <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     Prospectus ID
     Current Scheduled Loan Balance/Paid to Date                                        Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                         Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                             specify annual/per unit...
     Year of Operations                             UNDERWRITING   MM/DD/YY    MM/DD/YY     MM/DD/YY    MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>

(1)   Total $ amount of Capital Reserves required annually by loan documents,
      excl. Leasing Commission and TI's

<TABLE>
<CAPTION>
<S>                               <C>            <C>        <C>        <C>                  <C>          <C>          <C>
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:
    Number of Mos. Covered                                                                               (prcdng yr    (prcdng yr
                                                                                                          to base)    to 2nd prcdng)

    Period Ended                  UNDERWRITING      3RD       2ND         PRECEDING YR.     TTM/YTD (2)   YYYY-U/W      YYYY-YYYY
    Statement Classification(yr)    BASE LINE    PRECEDING  PRECEDING  (fm NOI Adj Sheet)   AS OF / /XX   VARIANCE      VARIANCE
    Gross Potential Rent (3)
       Less: Vacancy Loss
               OR
    Base Rent (3)
    Expense Reimbursement
    Percentage Rent
    Parking Income
    Other Income

*EFFECTIVE GROSS INCOME
</TABLE>

(2)   Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3)   Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
      $amt for Vacancy Loss

OPERATING EXPENSES:
    Real Estate Taxes
    Property Insurance
    Utilities
    Repairs and Maintenance
    Janitorial
    Management Fees
    Payroll & Benefits
    Advertising & Marketing
    Professional Fees
    General and Administrative
    Other Expenses
    Ground Rent
*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

    Leasing Commissions
    Tenant Improvements
    Capital Expenditures
    Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
(i.e. operating statements, financial statements, tax return, other)

----------
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.


INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS


* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
<S>                                                <C>              <C>           <C>                  <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                                             Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                                              Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)                                  specify annual/per unit...
     Year of Operations                            UNDERWRITING     MM/DD/YY         MM/DD/YY          MM/DD/YY         MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Rental Rate
</TABLE>
(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
INCOME:                                                                                                (prcdng yr  (prcdng yr to
     Number of Mos. Covered                                                                              to base)   2nd prcdng)
     Period Ended                  UNDERWRITING     3RD         2ND        PRECEDING YR.    TTM/YTD (2)  YYYY-U/W    YYYY-YYYY
     Statement Classification(yr)   BASE LINE    PRECEDING   PRECEDING  (fm NOI Adj Sheet)   AS OF / /   VARIANCE     VARIANCE
<S>                                <C>           <C>         <C>        <C>                 <C>         <C>        <C>
     Gross Potential Rent (3)
        Less: Vacancy Loss
                        OR
     Base Rent (3)
     Laundry/Vending Income
     Parking Income
     Other Income

*EFFECTIVE GROSS INCOME

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
$amt for Vacancy Loss

OPERATING EXPENSES:
     Real Estate Taxes
     Property Insurance
     Utilities
     Repairs and Maintenance
     Management Fees
     Payroll & Benefits
     Advertising & Marketing
     Professional Fees
     General and Administrative
     Other Expenses
     Ground Rent
*TOTAL OPERATING EXPENSES

 OPERATING EXPENSE RATIO

*NET OPERATING INCOME

     Capital Expenditures
     Extraordinary Capital Expenditures
 TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

 SOURCE OF FINANCIAL DATA:
</TABLE>

(ie. operating statements, financial statements, tax return, other)


NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S>                                                <C>              <C>           <C>               <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
     PROSPECTUS ID
     Current Scheduled Loan Balance/Paid to Date                              Current Allocated Loan Amount %
     Property Name
     Property Type
     Property Address, City, State
     Net Rentable SF/Units/Pads,Beds                           Use second box to specify sqft.,units...
     Year Built/Year Renovated
     Cap Ex Reserve (annually)/per Unit.etc. (1)               specify annual/per unit...
     Year of Operations                            UNDERWRITING     MM/DD/YY      MM/DD/YY          MM/DD/YY         MM/DD/YY
     Occupancy Rate (physical)
     Occupancy Date
     Average Daily Rate
     Rev per Av. Room
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
 INCOME:                                                                                                 (prcdng yr  (prcdng yr to
     Number of Mos. Covered                                                                                to base)    2nd prcdng)
     Period Ended                    UNDERWRITING     3RD        2ND         PRECEDING YR.    TTM/YTD (2)  YYYY-U/W    YYYY-YYYY
     Statement Classification (yr)    BASE LINE    PRECEDING  PRECEDING   (fm NOI Adj Sheet)   AS OF / /   VARIANCE     VARIANCE
<S>                                  <C>           <C>        <C>         <C>                 <C>          <C>         <C>
     Room Revenue
     Food & Beverage Revenues
     Telephone Revenue
     Other Departmental Revenue
     Other Income

   *DEPARTMENTAL REVENUE
</TABLE>

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.

  OPERATING EXPENSES:
DEPARTMENTAL
      Room
      Food & Beverage
      Telephone Expenses
      Other Dept. Expenses
DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Franchise Fee
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Other Expenses
      Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
   OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  *NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

 *NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
 *NET CASH FLOW AFTER DEBT SERVICE

 *DSCR: (NOI/DEBT SERVICE)

 *DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL
CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
<S>                                    <C>            <C>         <C>           <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
 PROPERTY OVERVIEW
-----------------------------------------------------------------------------------------------------------------------------------
   PROSPECTUS ID
      Current Scheduled Loan                                                     Current Allocated Loan Amount %
        Balance/Paid to Date
      Property Name
      Property Type
      Property Address, City, State
      Net Rentable SF/Units/Pads,Beds                            Use second box to specify sqft.,units...
      Year Built/Year Renovated
      Cap Ex Reserve (annually)/per                              specify annual/per unit...
        Unit.etc. (1)
      Year of Operations               UNDERWRITING   MM/DD/YY    MM/DD/YY      MM/DD/YY        MM/DD/YY
      Occupancy Rate (physical)
      Occupancy Date
      Average Rental Rate
</TABLE>

(1) Total $ amount of Capital Reserves required annually by loan documents

<TABLE>
<CAPTION>
<S>                                    <C>           <C>         <C>        <C>                <C>         <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
  INCOME:                                                                                                  (prcdng yr  (prcdng yr to
      Number of Mos. Covered                                                                                 to base)    2nd prcdng)
      Period Ended                     UNDERWRITING     3RD         2ND        PRECEDING YR.   TTM/YTD (2)   YYYY-U/W    YYYY-YYYY
      Statement Classification (yr)     BASE LINE    PRECEDING   PRECEDING  (fm NOI Adj Sheet)  AS OF / /    VARIANCE     VARIANCE
      Gross Potential Rent (3)
         Less: Vacancy Loss
                        OR
     Private Pay (3)
     Medicare/Medicaid
     Nursing/Medical Income
     Meals Income
     Other Income

   *EFFECTIVE GROSS INCOME
</TABLE>

(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Private
Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

  OPERATING EXPENSES:
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Room expense - housekeeping
      Meal expense
      Other Expenses
      Ground Rent
  *TOTAL OPERATING EXPENSES

   OPERATING EXPENSE RATIO

  *NET OPERATING INCOME

      Capital Expenditures
      Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

 *NET CASH FLOW

  DEBT SERVICE (PER SERVICER)
 *NET CASH FLOW AFTER DEBT SERVICE

 *DSCR: (NOI/DEBT SERVICE)

 *DSCR: (NCF/DEBT SERVICE)

  SOURCE OF FINANCIAL DATA:

(ie. operating statements, financial statements, tax return, other)

NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following:
>10% DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.



<PAGE>



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                    MULTI FAMILY   MULTI FAMILY   COMMERCIAL   COMMERCIAL   INDUSTRIAL/   COMMERCIAL   COMMERCIAL
                                    MULTI FAMILY   MOBILE HOME      OFFICE       RETAIL      WAREHOUSE    MIXED USE   SELF STORAGE
-----------------------------------------------------------------------------------------------------------------------------------
<C>   <S>                           <C>            <C>            <C>          <C>          <C>           <C>         <C>
      REVENUE LEGEND
GPR   Gross Potential Rent                X             X              X            X            X            X             X
VAC   Vacancy Loss                        X             X              X            X            X            X             X
BR    Base Rent                           X             X              X            X            X            X             X
ER    Expense Reimbursements                                           X            X            X            X
PR    Percentage Rent                                                               X                         X
LV    Laundry / Vending Income            X             X
PI    Parking Income                      X                            X            X                         X
OI    Other Income                        X             X              X            X            X            X             X
RMRV  Room Revenue
FBV   Food & Bev Revenues
TLRV  Telephone Revenue
ODR   Other Departmental Revenue
PRI   Private Pay
MED   Medicare/Medicaid Revenues
NUR   Nursing/Medical Income
MLS   Meals Income

      REVENUE LINE ITEMS
      Application Fees                   OI             OI            OI           OI           OI            OI           OI
      Bad Debt                        ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Base Rent                          BR             BR            BR           BR           BR            BR           BR
      Beverage Revenue                *********     *********      *********    *********    *********    *********     *********
      Box & Lock Sales                *********     *********      *********    *********    *********    *********        OI
      Cable                              OI             OI         *********    *********    *********    *********     *********
      CAM                             *********     *********         ER           ER        *********        ER        *********
      Club House Rental                  OI             OI         *********    *********    *********    *********     *********
      Concessions                        VAC           VAC            VAC          VAC          VAC          VAC           VAC
      Employee Rent                      BR             BR         *********    *********    *********    *********     *********
      Escalation Income               *********         BR            BR           BR           BR            BR           BR
      Food & Beverage Revenues        *********     *********      *********    *********    *********    *********     *********
      Forfeited Security Deposits        OI             OI            OI           OI           OI            OI           OI
      Gain on Sale                    ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Garage                             PI             PI            PI           PI        *********        PI        *********
      Gross Potential Rent               GPR           GPR            GPR          GPR          GPR          GPR           GPR
      Gross Rent                         BR             BR            BR           BR           BR            BR           BR
      Insurance Proceeds              ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Interest Income                 ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Laundry                            LV             LV         *********       OI        *********        OI        *********
      Laundry / Vending                  LV             LV         *********       OI        *********        OI        *********
      Meals Income                    *********     *********      *********    *********    *********    *********     *********
      Medicare/Medicaid Revenues      *********     *********      *********    *********    *********    *********     *********
      Miscellaneous Income               OI             OI            OI           OI           OI            OI           OI
      Mobile Home Sales               *********     ELIMINATE      *********    *********    *********    *********     *********
      NSF Fees                           OI             OI            OI           OI           OI            OI           OI
      Nursing/Medical                 *********     *********      *********    *********    *********    *********     *********
      Other Departmental Revenues     *********     *********      *********    *********    *********    *********     *********
      Other Income                       OI             OI            OI           OI           OI            OI           OI
      Pad Rental                      *********         BR         *********    *********    *********    *********     *********
      Parking Income                     PI             PI            PI           PI           OI            PI           OI
      Past Tenants Rent               ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Percentage Rent                 *********     *********      *********       PR        *********        PR        *********
      Prepaid Rent                    ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Private Pay                     *********     *********      *********    *********    *********    *********     *********
      Reimbursments                      OI             OI            ER           ER           ER            ER        *********
      Rent                               BR             BR            BR           BR           BR            BR           BR
      Rent Loss                       ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Rent on Park Owned Homes        *********         BR         *********    *********    *********    *********     *********
      Room Revenue                    *********     *********      *********    *********    *********    *********     *********
      Sales                              OI             OI            OI           OI        *********    *********     *********
      Security Deposits Collected     ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Security Deposits Returned      ELIMINATE     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE
      Storage                            OI             OI            OI           OI           OI            OI           OI
      Tax Reimb                       *********     *********         ER           ER           ER            ER        *********
      Telephone Commissions           *********     *********      *********    *********    *********    *********     *********
      Telephone Revenue               *********     *********      *********    *********    *********    *********     *********
      Temporary Tenants                  OI             OI            OI           OI           OI            OI           OI
      Utilities                       *********     *********         ER           ER           ER            ER        *********
      Vacancy Loss                       VAC           VAC            VAC          VAC          VAC          VAC           VAC
      Vending                            LV             LV            OI           OI           OI            OI           OI



<CAPTION>
------------------------------------------------------------------------
                                      LODGING    HEALTH CARE
                                      LODGING    HEALTH CARE
------------------------------------------------------------------------
<C>   <S>                             <C>        <C>
      REVENUE LEGEND
GPR   Gross Potential Rent                            X
VAC   Vacancy Loss                                    X
BR    Base Rent
ER    Expense Reimbursements
PR    Percentage Rent
LV    Laundry / Vending Income
PI    Parking Income
OI    Other Income                       X            X
RMRV  Room Revenue                       X
FBV   Food & Bev Revenues                X
TLRV  Telephone Revenue                  X            X
ODR   Other Departmental Revenue         X
PRI   Private Pay                                     X
MED   Medicare/Medicaid Revenues                      X
NUR   Nursing/Medical Income                          X
MLS   Meals Income                                    X

      REVENUE LINE ITEMS
      Application Fees               *********    *********
      Bad Debt                       ELIMINATE    ELIMINATE
      Base Rent                      *********    *********
      Beverage Revenue                  FBV       *********
      Box & Lock Sales               *********    *********
      Cable                          *********    *********
      CAM                            *********    *********
      Club House Rental              *********    *********
      Concessions                    *********       VAC
      Employee Rent                  *********    *********
      Escalation Income              *********    *********
      Food & Beverage Revenues          FBV          MLS
      Forfeited Security Deposits       OI           OI
      Gain on Sale                   ELIMINATE    ELIMINATE
      Garage                            OI           OI
      Gross Potential Rent           *********       GPR
      Gross Rent                     *********    *********
      Insurance Proceeds             ELIMINATE    ELIMINATE
      Interest Income                ELIMINATE    ELIMINATE
      Laundry                        *********    *********
      Laundry / Vending              *********    *********
      Meals Income                   *********       MLS
      Medicare/Medicaid Revenues     *********       MED
      Miscellaneous Income              OI           OI
      Mobile Home Sales              *********    *********
      NSF Fees                          OI           OI
      Nursing/Medical                *********       NUR
      Other Departmental Revenues       ODR       *********
      Other Income                      OI           OI
      Pad Rental                     *********    *********
      Parking Income                    OI           OI
      Past Tenants Rent              ELIMINATE    ELIMINATE
      Percentage Rent                *********    *********
      Prepaid Rent                   ELIMINATE    ELIMINATE
      Private Pay                    *********       PRI
      Reimbursments                  *********    *********
      Rent                           *********    *********
      Rent Loss                      ELIMINATE    ELIMINATE
      Rent on Park Owned Homes       *********    *********
      Room Revenue                     RMRV       *********
      Sales                          *********    *********
      Security Deposits Collected    *********    *********
      Security Deposits Returned     *********    *********
      Storage                        *********    *********
      Tax Reimb                      *********    *********
      Telephone Commissions            TLRV       *********
      Telephone Revenue                TLRV       *********
      Temporary Tenants              *********    *********
      Utilities                      *********    *********
      Vacancy Loss                      VAC          VAC
      Vending                           OI           OI
</TABLE>
<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 COMMERCIAL
                                          MULTI FAMILY  MULTI FAMILY   COMMERCIAL   COMMERCIAL   INDUSTRIAL/ COMMERCIAL  COMMERCIAL
                                          MULTI FAMILY   MOBILE HOME     OFFICE       RETAIL      WAREHOUSE   MIXED USE SELF STORAGE
-----------------------------------------------------------------------------------------------------------------------------------

        EXPENSE LEGEND
<C>     <S>                               <C>           <C>            <C>          <C>          <C>         <C>         <C>
RET     Real Estate Taxes                      X              X            X            X             X           X           X
PINS    Property Insurance                     X              X            X            X             X           X           X
UTL     Utilities                              X              X            X            X             X           X           X
R&M     Repairs and Maintenance                X              X            X            X             X           X           X
FFEE    Franchise Fees
JAN     Janitorial                                                         X            X             X           X
MFEE    Management Fees                        X              X            X            X             X           X           X
P&B     Payroll & Benefits                     X              X            X            X             X           X           X
A&M     Advertising & Marketing                X              X            X            X             X           X           X
PFEE    Professional Fees                      X              X            X            X             X           X           X
G&A     General and Administrative             X              X            X            X             X           X           X
OEXP    Other Expenses                         X              X            X            X             X           X           X
GDR     Ground Rent                            X              X            X            X             X           X           X
RMSE    Room Expense (Departmental)
RMSHK   Room Expense-Housekeeping
F&B     Food & Beverage (Departmental)
MLSE    Meals Expense
DTEL    Telephone (Departmental)
ODE     Other Departmental Expense
LC      Leasing Comissions                                                 X            X             X           X           X
TI      Tenant Improvements                                                X            X             X           X           X
CAPEX   Capital Expenditures                   X              X            X            X             X           X           X
ECAPEX  Extraordinary Capital Expenditures     X              X            X            X             X           X           X

        EXPENSE LINE ITEMS
        401K                                  P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Accounting Fees                      PFEE           PFEE          PFEE         PFEE         PFEE        PFEE         PFEE
        Administrative Fee                    G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Advalorem Tax                         G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Advertising                           A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Advertising & Marketing               A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Alarm System                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Amortization                       ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Ancillary Expense                    OEXP           OEXP          OEXP         OEXP         OEXP        OEXP         OEXP
        Answering Service                     G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Apartment Finder/Guide                A&M        **********    **********   **********   **********  **********   **********
        Asset Management Fees                MFEE           MFEE          MFEE         MFEE         MFEE        MFEE         MFEE
        Auto Repairs                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Bad Debt                           ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Bank Charges                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Banners                               A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Bonuses                               P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Bookkeeping Fees                     PFEE           PFEE          PFEE         PFEE         PFEE        PFEE         PFEE
        Brochures                             A&M            A&M          A&M          A&M           A&M         A&M         A&M
        Business License                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Cable                                 G&A            G&A          G&A          G&A           G&A         G&A         G&A
        CAM                                   R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Capital Expenditures                 CAPEX          CAPEX        CAPEX        CAPEX         CAPEX       CAPEX       CAPEX
        Cleaning                              R&M            R&M          JAN          JAN           JAN         JAN         R&M
        Commissions                           G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Computer Repairs                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Contract Work                         P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Courtesy Patrol                       G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Credit Card Fees                  **********     **********    **********   **********   **********  **********   **********
        Credit Check                          G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Depreciation                       ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Education                             G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Electrical                            R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Electricity                           UTL            UTL          UTL          UTL           UTL         UTL         UTL
        Elevator                              R&M            R&M          R&M          R&M           R&M         R&M         R&M
        Employee Benefits                     P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Employee Insurance                    P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Entertainment                         G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Eviction Expense                      G&A            G&A          G&A          G&A           G&A         G&A         G&A
        Extraordinary Capital Expenditures  ECAPEX         ECAPEX        ECAPEX       ECAPEX       ECAPEX      ECAPEX       ECAPEX
        Exterminating Service                 R&M            R&M          R&M          R&M           R&M         R&M         R&M
        FF & E Reserve                       CAPEX          CAPEX        CAPEX        CAPEX         CAPEX       CAPEX       CAPEX
        FICA                                  P&B            P&B          P&B          P&B           P&B         P&B         P&B
        Financing Fees                     ELIMINATE      ELIMINATE    ELIMINATE    ELIMINATE     ELIMINATE   ELIMINATE   ELIMINATE
        Flood Insurance                      PINS           PINS          PINS         PINS         PINS        PINS         PINS

<CAPTION>

                                            LODGING   HEALTH CARE
                                            LODGING   HEALTH CARE



        EXPENSE LEGEND
<C>     <S>                                 <C>       <C>
RET     Real Estate Taxes                       X           X
PINS    Property Insurance                      X           X
UTL     Utilities                               X           X
R&M     Repairs and Maintenance                 X           X
FFEE    Franchise Fees                          X
JAN     Janitorial
MFEE    Management Fees                         X           X
P&B     Payroll & Benefits                      X           X
A&M     Advertising & Marketing                 X           X
PFEE    Professional Fees                       X           X
G&A     General and Administrative              X           X
OEXP    Other Expenses                          X           X
GDR     Ground Rent                             X           X
RMSE    Room Expense (Departmental)             X
RMSHK   Room Expense-Housekeeping                           X
F&B     Food & Beverage (Departmental)          X
MLSE    Meals Expense                                       X
DTEL    Telephone (Departmental)                X
ODE     Other Departmental Expense              X
LC      Leasing Comissions
TI      Tenant Improvements
CAPEX   Capital Expenditures                    X           X
ECAPEX  Extraordinary Capital Expenditures      X           X

        EXPENSE LINE ITEMS
        401K                                   P&B         P&B
        Accounting Fees                        PFEE       PFEE
        Administrative Fee                     G&A         G&A
        Advalorem Tax                          G&A         G&A
        Advertising                            A&M         A&M
        Advertising & Marketing                A&M         A&M
        Alarm System                           G&A         G&A
        Amortization                        ELIMINATE   ELIMINATE
        Ancillary Expense                      OEXP       OEXP
        Answering Service                      G&A         G&A
        Apartment Finder/Guide              ********** **********
        Asset Management Fees                  MFEE       MFEE
        Auto Repairs                           G&A         G&A
        Bad Debt                            ELIMINATE   ELIMINATE
        Bank Charges                           G&A         G&A
        Banners                                A&M         A&M
        Bonuses                                P&B         P&B
        Bookkeeping Fees                       PFEE       PFEE
        Brochures                              A&M         A&M
        Business License                       G&A         G&A
        Cable                                  G&A         G&A
        CAM                                    R&M         R&M
        Capital Expenditures                  CAPEX       CAPEX
        Cleaning                               R&M        RMSHK
        Commissions                            G&A         G&A
        Computer Repairs                       G&A         G&A
        Contract Work                          P&B         P&B
        Courtesy Patrol                        G&A         G&A
        Credit Card Fees                       G&A     **********
        Credit Check                           G&A         G&A
        Depreciation                        ELIMINATE   ELIMINATE
        Education                              G&A         G&A
        Electrical                             R&M         R&M
        Electricity                            UTL         UTL
        Elevator                               R&M         R&M
        Employee Benefits                      P&B         P&B
        Employee Insurance                     P&B         P&B
        Entertainment                          G&A         G&A
        Eviction Expense                       G&A         G&A
        Extraordinary Capital Expenditures    ECAPEX     ECAPEX
        Exterminating Service                  R&M         R&M
        FF & E Reserve                        CAPEX       CAPEX
        FICA                                   P&B         P&B
        Financing Fees                      ELIMINATE   ELIMINATE
        Flood Insurance                        PINS       PINS
</TABLE>



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           COMMERCIAL
                                                 MULTI FAMILY    MULTI FAMILY    COMMERCIAL    COMMERCIAL   INDUSTRIAL/   COMMERCIAL
                                                 MULTI FAMILY     MOBILE HOME      OFFICE        RETAIL      WAREHOUSE    MIXED USE
-----------------------------------------------------------------------------------------------------------------------------------
       <S>                                      <C>             <C>             <C>           <C>          <C>           <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Floor Covering Replacement                    R&M             R&M            R&M          R&M           R&M          R&M
        Food & Beverage Expense (Departmental)    **********      **********     **********    **********   **********    **********
        Franchise Fees                            **********      **********     **********    **********   **********    **********
        Freight & Shipping                            G&A             G&A            G&A          G&A           G&A          G&A
        Gas                                           UTL             UTL            UTL          UTL           UTL          UTL
        General & Administrative                      G&A             G&A            G&A          G&A           G&A          G&A
        Ground Rent                                   GDR             GDR            GDR          GDR           GDR          GDR
        Hazard Liability                             PINS            PINS           PINS          PINS         PINS          PINS
        Health Benefits                               P&B             P&B            P&B          P&B           P&B          P&B
        HVAC                                          R&M             R&M            R&M          R&M           R&M          R&M
        Insurance                                    PINS            PINS           PINS          PINS         PINS          PINS
        Interest                                   ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Janitorial                                    R&M             R&M            JAN          JAN           JAN          JAN
        Land Lease                                    GDR             GDR            GDR          GDR           GDR          GDR
        Landscaping (Exterior)                        R&M             R&M            R&M          R&M           R&M          R&M
        Landscaping/Plants (Interior)                 R&M             R&M            R&M          R&M           R&M          R&M
        Leased Equipment                              G&A             G&A            G&A          G&A           G&A          G&A
        Leasing Comissions                        **********      **********         LC            LC           LC            LC
        Leasing Office Expense                        G&A             G&A            G&A          G&A           G&A          G&A
        Legal Fees                                   PFEE            PFEE           PFEE          PFEE         PFEE          PFEE
        Licenses                                      G&A             G&A            G&A          G&A           G&A          G&A
        Life Insurance                             ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Life Safety                                   G&A             G&A            G&A          G&A           G&A          G&A
        Loan Prncipal                              ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Locks/Keys                                    R&M             R&M            R&M          R&M           R&M          R&M
        Maid Service                                  R&M             R&M            JAN          JAN           JAN          JAN
        Make Ready                                    R&M             R&M            R&M          R&M           R&M          R&M
        Management Fees                              MFEE            MFEE           MFEE          MFEE         MFEE          MFEE
        Manager Salaries                              P&B             P&B            P&B          P&B           P&B          P&B
        Marketing                                     A&M             A&M            A&M          A&M           A&M          A&M
        Meals Expense                             **********      **********     **********    **********   **********    **********
        Mechanical                                    R&M             R&M            R&M          R&M           R&M          R&M
        Media Commissions                             A&M             A&M            A&M          A&M           A&M          A&M
        Mileage                                       G&A             G&A            G&A          G&A           G&A          G&A
        Miscellaneous                                OEXP            OEXP           OEXP          OEXP         OEXP          OEXP
        Miscellaneous G & A                           G&A             G&A            G&A          G&A           G&A          G&A
        Model Apartment                               G&A         **********     **********    **********   **********    **********
        Newspaper                                     A&M             A&M            A&M          A&M           A&M          A&M
        Office Supplies                               G&A             G&A            G&A          G&A           G&A          G&A
        Other Departmental Expense                **********      **********     **********    **********   **********    **********
        Other Expenses                               OEXP            OEXP           OEXP          OEXP         OEXP          OEXP
        Owners Draw                                ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Painting                                      R&M             R&M            R&M          R&M           R&M          R&M
        Parking Lot                                   R&M             R&M            R&M          R&M           R&M          R&M
        Partnership Fees                           ELIMINATE       ELIMINATE      ELIMINATE    ELIMINATE     ELIMINATE    ELIMINATE
        Payroll & Benefits                            P&B             P&B            P&B          P&B           P&B          P&B
        Payroll Taxes                                 P&B             P&B            P&B          P&B           P&B          P&B
        Permits                                       G&A             G&A            G&A          G&A           G&A          G&A
        Personal Property Taxes                       G&A             G&A            G&A          G&A           G&A          G&A
        Pest Control                                  R&M             R&M            R&M          R&M           R&M          R&M
        Plumbing                                      R&M             R&M            R&M          R&M           R&M          R&M
        Pool                                          R&M             R&M        **********    **********   **********       R&M
        Postage                                       G&A             G&A            G&A          G&A           G&A          G&A
        Printing                                      G&A             G&A            G&A          G&A           G&A          G&A
        Professional Fees                            PFEE            PFEE           PFEE          PFEE         PFEE          PFEE
        Promotions                                    A&M             A&M            A&M          A&M           A&M          A&M
        Property Insurance                           PINS            PINS           PINS          PINS         PINS          PINS
        Real Estate Taxes                             RET             RET            RET          RET           RET          RET
        Repair Escrow                                CAPEX           CAPEX          CAPEX        CAPEX         CAPEX        CAPEX
        Repairs & Maintenance                         R&M             R&M            R&M          R&M           R&M          R&M
        Room Expense (Departmental)               **********      **********     **********    **********   **********    **********
        Room Expense-Housekeeping                 **********      **********     **********    **********   **********    **********
        Rubbish Removal                               R&M             R&M            R&M          R&M           R&M          R&M
        Salaries                                      P&B             P&B            P&B          P&B           P&B          P&B
        Scavenger                                     R&M             R&M            R&M          R&M           R&M          R&M
        Security                                      G&A             G&A            G&A          G&A           G&A          G&A
        Sewer                                         UTL             UTL            UTL          UTL           UTL          UTL
        Signage                                       A&M             A&M            A&M          A&M           A&M          A&M
        Snow Removal                                  R&M             R&M            R&M          R&M           R&M          R&M
        Subscribtions/Dues                            G&A             G&A            G&A          G&A           G&A          G&A
        Telephone                                     G&A             G&A            G&A          G&A           G&A          G&A
        Telephone (Departmental)                  **********      **********     **********    **********   **********    **********
        Temporary Help                                P&B             P&B            P&B          P&B           P&B          P&B



<CAPTION>
---------------------------------------------------------------------------------------------
                                                COMMERCIAL     LODGING   HEALTH CARE
                                               SELF STORAGE    LODGING   HEALTH CARE
---------------------------------------------------------------------------------------------
        <S>                                    <C>             <C>       <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Floor Covering Replacement                 R&M           R&M         R&M
        Food & Beverage Expense (Departmental)  **********       F&B      **********
        Franchise Fees                          **********      FFEE      **********
        Freight & Shipping                         G&A           G&A         G&A
        Gas                                        UTL           UTL         UTL
        General & Administrative                   G&A           G&A         G&A
        Ground Rent                                GDR           GDR         GDR
        Hazard Liability                           PINS         PINS         PINS
        Health Benefits                            P&B           P&B         P&B
        HVAC                                       R&M           R&M         R&M
        Insurance                                  PINS         PINS         PINS
        Interest                                ELIMINATE     ELIMINATE   ELIMINATE
        Janitorial                              **********   **********     RMSHK
        Land Lease                                 GDR           GDR         GDR
        Landscaping (Exterior)                     R&M           R&M         R&M
        Landscaping/Plants (Interior)              R&M           R&M         R&M
        Leased Equipment                           G&A           G&A         G&A
        Leasing Comissions                          LC       **********   **********
        Leasing Office Expense                     G&A           G&A         G&A
        Legal Fees                                 PFEE         PFEE         PFEE
        Licenses                                   G&A           G&A         G&A
        Life Insurance                          ELIMINATE     ELIMINATE   ELIMINATE
        Life Safety                                G&A           G&A         G&A
        Loan Prncipal                           ELIMINATE     ELIMINATE   ELIMINATE
        Locks/Keys                                 R&M           R&M         R&M
        Maid Service                            **********   **********     RMSHK
        Make Ready                                 R&M           R&M         R&M
        Management Fees                            MFEE         MFEE         MFEE
        Manager Salaries                           P&B           P&B         P&B
        Marketing                                  A&M           A&M         A&M
        Meals Expense                           **********       F&B         MLSE
        Mechanical                                 R&M           R&M         R&M
        Media Commissions                          A&M           A&M         A&M
        Mileage                                    G&A           G&A         G&A
        Miscellaneous                              OEXP         OEXP         OEXP
        Miscellaneous G & A                        G&A           G&A         G&A
        Model Apartment                         **********   **********   **********
        Newspaper                                  A&M           A&M         A&M
        Office Supplies                            G&A           G&A         G&A
        Other Departmental Expense              **********       ODE      **********
        Other Expenses                             OEXP         OEXP         OEXP
        Owners Draw                             ELIMINATE     ELIMINATE   ELIMINATE
        Painting                                   R&M           R&M         R&M
        Parking Lot                                R&M           R&M         R&M
        Partnership Fees                        ELIMINATE     ELIMINATE   ELIMINATE
        Payroll & Benefits                         P&B           P&B         P&B
        Payroll Taxes                              P&B           P&B         P&B
        Permits                                    G&A           G&A         G&A
        Personal Property Taxes                    G&A           G&A         G&A
        Pest Control                               R&M           R&M         R&M
        Plumbing                                   R&M           R&M         R&M
        Pool                                    **********       R&M         R&M
        Postage                                    G&A           G&A         G&A
        Printing                                   G&A           G&A         G&A
        Professional Fees                          PFEE         PFEE         PFEE
        Promotions                                 A&M           A&M         A&M
        Property Insurance                         PINS         PINS         PINS
        Real Estate Taxes                          RET           RET         RET
        Repair Escrow                             CAPEX         CAPEX       CAPEX
        Repairs & Maintenance                      R&M           R&M         R&M
        Room Expense (Departmental)             **********      RMSE      **********
        Room Expense-Housekeeping               **********      RMSE        RMSHK
        Rubbish Removal                            R&M           R&M         R&M
        Salaries                                   P&B           P&B         P&B
        Scavenger                                  R&M           R&M         R&M
        Security                                   G&A           G&A         G&A
        Sewer                                      UTL           UTL         UTL
        Signage                                    A&M           A&M         A&M
        Snow Removal                               R&M           R&M         R&M
        Subscribtions/Dues                         G&A           G&A         G&A
        Telephone                                  G&A       **********      G&A
        Telephone (Departmental)                **********      DTEL      **********
        Temporary Help                             P&B           P&B         P&B
</TABLE>



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          MASTER CODING MATRIX (CON'T)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           COMMERCIAL
                                                 MULTI FAMILY    MULTI FAMILY    COMMERCIAL    COMMERCIAL   INDUSTRIAL/   COMMERCIAL
                                                 MULTI FAMILY     MOBILE HOME      OFFICE        RETAIL      WAREHOUSE    MIXED USE
-----------------------------------------------------------------------------------------------------------------------------------
        <S>                                      <C>             <C>             <C>           <C>          <C>           <C>
        EXPENSE LINE ITEMS (CONTINUED)
        Tenant Improvements                       **********      **********         TI           TI            TI           TI
        Trash Removal                                 UTL             UTL            UTL          UTL           UTL          UTL
        Travel                                        G&A             G&A            G&A          G&A           G&A          G&A
        Turnover                                      R&M             R&M             TI          TI             TI           TI
        Unemployement Insurance                       P&B             P&B            P&B          P&B           P&B          P&B
        Uniform Service                               G&A             G&A            G&A          G&A           G&A          G&A
        Utilities                                     UTL             UTL            UTL          UTL           UTL          UTL
        Utility Vehicle                               G&A             G&A            G&A          G&A           G&A          G&A
        Vehicle Lease                                 G&A             G&A            G&A          G&A           G&A          G&A
        Water                                         UTL             UTL            UTL          UTL           UTL          UTL
        Worker's Comp                                 P&B             P&B            P&B          P&B           P&B          P&B
        Yellow Pages                                  A&M             A&M            A&M          A&M           A&M          A&M

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                COMMERCIAL     LODGING   HEALTH CARE
                                               SELF STORAGE    LODGING   HEALTH CARE
---------------------------------------------------------------------------------------------------
        <S>                                    <C>             <C>       <C>
        Tenant Improvements                        TI        **********   **********
        Trash Removal                              UTL           UTL         UTL
        Travel                                     G&A           G&A         G&A
        Turnover                                    TI       **********      R&M
        Unemployement Insurance                    P&B           P&B         P&B
        Uniform Service                            G&A           G&A         G&A
        Utilities                                  UTL           UTL         UTL
        Utility Vehicle                            G&A           G&A         G&A
        Vehicle Lease                              G&A           G&A         G&A
        Water                                      UTL           UTL         UTL
        Worker's Comp                              P&B           P&B         P&B
        Yellow Pages                               A&M           A&M         A&M
</TABLE>



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                               SERVICER WATCH LIST
                               AS OF ____________
                               (LOAN LEVEL REPORT)

<TABLE>
     Operating Information Reflected As NOI______ or NCF________

<CAPTION>
    S4            S55         S61         S57      S58        L7          L8         L11         L56/L93     L70/L97
-----------------------------------------------------------------------------------------------------------------------------------
Prospectus     Property     Property     City     State     Ending       Paid      Maturity     Preceding      Most      Comment/
 Loan ID         Name         Type                         Scheduled     Thru        Date       Fiscal Yr     Recent     Action
                                                             Loan        Date                     DSCR         DSCR       to be
                                                            Balance                              NOI/NCF      NOI/NCF     taken
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>      <C>       <C>          <C>      <C>            <C>          <C>        <C>

</TABLE>

List all loans on watch list in descending balance order.
Comment section should include reason and other pertinent information.
Should not include loans that are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.





Total:                                                      $



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"
<TABLE>
<CAPTION>
--------------------------------  ------------------------------------------------------------------------------------------
         SPECIFICATION                                              DESCRIPTION/COMMENTS
--------------------------------  ------------------------------------------------------------------------------------------
<S>                               <C>
Acceptable Media Types            Magnetic Tape, Diskette, Electronic Transfer
Character Set                     ASCII
Field Delineation                 Comma
Density (Bytes-Per-Inch)          1600 or 6250
Magnetic Tape Label               None (unlabeled)
Magnetic Tape Blocking Factor     10285 (17 records per block)
Physical Media Label              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                  Factor; Record Length
Return Address Label              Required for return of physical media (magnetic tape or diskette)
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------   -------------------------------

                                          FIELD              FORMAT
             FIELD NAME                  NUMBER    TYPE      EXAMPLE
--------------------------------------   -------------------------------
<S>                                         <C>  <C>        <C>
Transaction Id                              1       AN      XXX97001
Loan ID                                     2       AN      XXX9701A

Prospectus Loan ID                          3       AN         123

Property ID                                 4       AN      1001-001

Distribution Date                           5       AN      YYYYMMDD
Cross-Collateralized Loan Grouping          6       AN        Text


Property Name                               7       AN        Text
Property Address                            8       AN        Text
Property City                               9       AN        Text
Property State                             10       AN         FL
Property Zip Code                          11       AN        30303
Property County                            12       AN        Text
Property Type Code                         13       AN         MF
Year Built                                 14       AN        YYYY
Year Last Renovated                        15       AN        YYYY
Net Square Feet At Contribution            16    Numeric      25000
# Of Units/Beds/Rooms At Contribution      17    Numeric       75
Property Status                            18       AN          1

Allocated Percentage of Loan at            19    Numeric      0.75
Contribution
<CAPTION>
--------------------------------------   -----------------------------------------------------------------  ----------
                                                                                                              LOAN
                                                                                                              FIELD
             FIELD NAME                                        DESCRIPTION/COMMENTS                         REFERENCE
--------------------------------------   -----------------------------------------------------------------  ----------
<S>                                      <C>                                                                 <C>
Transaction Id                           Unique Issue Identification Mnemonic                                S1, L1
Loan ID                                  Unique Servicer Loan Number Assigned To Each Collateral Item In     S3, L3
                                         A Pool
Prospectus Loan ID                       Unique Identification Number Assigned To Each Collateral Item       S4, L4
                                         In The Prospectus
Property ID                              Should contain Prospectus ID and property identifier, e.g.,
                                         1001-001, 1000-002
Distribution Date                        Date Payments  Made To Certificateholders                             L5
Cross-Collateralized Loan Grouping       All Loans With The Same Value Are Crossed, For example :              S75
                                         "X02-1" would be populated in this field for all related loans,
                                         "X02-2" would be populated for the next group of related loans.
Property Name                                                                                                  S55
Property Address                                                                                               S56
Property City                                                                                                  S57
Property State                                                                                                 S58
Property Zip Code                                                                                              S59
Property County                                                                                                S60
Property Type Code                                                                                             S61
Year Built                                                                                                     S64
Year Last Renovated
Net Square Feet At Contribution          RT, IN, WH, OF, MU, OT                                                S62
# Of Units/Beds/Rooms At Contribution    MF, MH, LO,MU, HC, SS                                                 S63
Property Status                          1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released,
                                         6=Same as at Contribution
Allocated Percentage of Loan at          Issuer to allocate loan % attributable to property for
Contribution                             multi-property loans
</TABLE>
<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>
--------------------------------------   -------------------------------
                                         FIELD               FORMAT
             FIELD NAME                  NUMBER    TYPE      EXAMPLE
--------------------------------------   -------------------------------
<S>                                        <C>   <C>       <C>
Current Allocated Percentage               20    Numeric      0.75

Current Allocated Ending Scheduled         21    Numeric   5900900.00
Loan Amount
Ground Lease (Y/S/N)                       22       AN          N
Total Reserve Balance                      23    Numeric    25000.00


Most Recent Appraisal Date                 24       AN      YYYYMMDD
Most Recent Appraisal Value                25    Numeric   1000000.00
Date Asset Expected to Be Resolved         26       AN      YYYYMMDD
or Foreclosed

Foreclosure Date                           27       AN      YYYYMMDD
REO Date                                   28       AN      YYYYMMDD
Most Recent Physical Occupancy             29    Numeric      0.75
Occupancy As of Date                       30       AN      YYYYMMDD
Date Lease Rollover Review                 31       AN      YYYYMMDD
% Sq. Feet expiring 1-12 months            32    Numeric       0.2
% Sq. Feet  expiring 13-24 months          33    Numeric       0.2
% Sq. Feet expiring 25-36 months           34    Numeric       0.2
% Sq. Feet  expiring 37-48 months          35    Numeric       0.2
% Sq. Feet  expiring 49-60 months          36    Numeric       0.2
Largest Tenant                             37       AN        Text

Square Feet of Largest Tenant              38    Numeric      15000
2nd Largest Tenant                         39       AN        Text

Square Feet of 2nd Largest Tenant          40    Numeric      15000
3rd Largest Tenant                         41       AN        Text

Square Feet of 3rd Largest Tenant          42    Numeric      15000
Fiscal Year End Month                      43    Numeric       MM

Contribution Financials As Of Date         44       AN      YYYYMMDD
Revenue At Contribution                    45    Numeric   1000000.00
Operating Expenses At Contribution         46    Numeric   1000000.00
NOI At Contribution                        47    Numeric   1000000.00

<CAPTION>
--------------------------------------   -----------------------------------------------------------------  -----------
                                                                                                               LOAN
                                                                                                               FIELD
             FIELD NAME                                        DESCRIPTION/COMMENTS                          REFERENCE
--------------------------------------   -----------------------------------------------------------------  -----------
<S>                                      <C>                                                                   <C>
Current Allocated Percentage             Maintained by servicer. If not supplied in by Issuer or
                                         Underwriter, use Underwritting NOI or NCF to calculate
Current Allocated Ending Scheduled       Calculation based on Current Allocated Percentage and Current          L7
Loan Amount                              Ending Scheduled Principal Balance (L7) for associated loan.
Ground Lease (Y/S/N)                     Either Y=Yes, S=Subordinate, N= No ground lease                       S74
Total Reserve Balance                    For Maintenance, Repairs, & Environmental. (Excludes Tax &            S77
                                         Insurance Escrows).  An amount should be printed if the value
                                         in Setup File field 77 is "Y"
Most Recent Appraisal Date                                                                                     L74
Most Recent Appraisal Value                                                                                    L75
Date Asset Expected to Be Resolved       Could be different dates for different properties. If in              L79
or Foreclosed                            Foreclosure - Expected Date of Foreclosure and if REO -
                                         Expected Sale Date.
Foreclosure Date                                                                                               L42
REO Date                                                                                                       L43
Most Recent Physical Occupancy                                                                                 L71
Occupancy As of Date                     Typically should be the effective date of the Rent Roll
Date Lease Rollover Review               Roll over review to be completed every 12 months
% Sq. Feet expiring 1-12 months          Apply to Property Types - RT, IN, WH, OF, MU, OT                      S62
% Sq. Feet  expiring 13-24 months        Apply to Property Types - RT, IN, WH, OF, MU, OT                      S62
% Sq. Feet expiring 25-36 months         Apply to Property Types - RT, IN, WH, OF, MU, OT                      S62
% Sq. Feet  expiring 37-48 months        Apply to Property Types - RT, IN, WH, OF, MU, OT                      S62
% Sq. Feet  expiring 49-60 months        Apply to Property Types - RT, IN, WH, OF, MU, OT                      S62
Largest Tenant                           For Office, WH, Retail, Industrial, Other or Mixed Use, as
                                         applicable
Square Feet of Largest Tenant
2nd Largest Tenant                       For Office, WH, Retail, Industrial, Other or Mixed Use, as
                                         applicable
Square Feet of 2nd Largest Tenant
3rd Largest Tenant                       For Office, WH, Retail, Industrial, Other or Mixed Use, as
                                         applicable
Square Feet of 3rd Largest Tenant
Fiscal Year End Month                    Needed to indicate month ending for borrower's Fiscal Year.
                                         For example : "12"
Contribution Financials As Of Date                                                                             S72
Revenue At Contribution                  Should match the prospectus if available. At the Property Level       S70
Operating Expenses At Contribution       Should match the prospectus if available. At the Property Level       S71
NOI At Contribution                      Should match the prospectus if available. At the Property Level       S65
</TABLE>


<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>
----------------------------------------------   ---------------------------------

                                                  FIELD                 FORMAT
               FIELD NAME                         NUMBER     TYPE      EXAMPLE
----------------------------------------------   ---------------------------------
<S>                                               <C>      <C>       <C>
DSCR (NOI) At Contribution                          48     Numeric       1.5
Appraisal Value At Contribution                     49     Numeric   1000000.00
Appraisal Date At Contribution                      50        AN      YYYYMMDD
Physical Occupancy At Contribution                  51     Numeric       0.9
Date of Last Inspection                             52        AN      YYYYMMDD
Preceding Fiscal Year Financial As of Date          53        AN      YYYYMMDD
Preceding Fiscal Year Revenue                       54     Numeric   1000000.00
Preceding Fiscal Year Operating Expenses            55     Numeric   1000000.00
Preceding Fiscal Year NOI                           56     Numeric   1000000.00
Preceding Fiscal Yr Debt Service Amount             57     Numeric   1000000.00
Preceding Fiscal Year DSCR (NOI)                    58     Numeric       1.3
Preceding Fiscal Year Physical Occupancy            59     Numeric       0.9
Second Preceding FY Financial As of Date            60        AN      YYYYMMDD
Second Preceding Fiscal Year Revenue                61     Numeric   1000000.00
Second Preceding FY Operating Expenses              62     Numeric   1000000.00
Second Preceding Fiscal Year NOI                    63     Numeric   1000000.00
Second Preceding FY Debt Service Amount             64     Numeric   1000000.00
Second Preceding Fiscal Year DSCR (NOI)             65     Numeric       1.3
Second Preceding FY Physical Occupancy              66     Numeric       0.9
Property Contribution Date                          67        AN      YYYYMMDD
Most Recent Revenue                                 68     Numeric   1000000.00
Most Recent Operating Expenses                      69     Numeric   1000000.00
Most Recent NOI                                     70     Numeric   1000000.00
Most Recent Debt Service Amount                     71     Numeric   1000000.00
Most Recent DSCR (NOI)                              72     Numeric      2.55
Most Recent Financial As of Start Date              73        AN      YYYYMMDD
Most Recent Financial As of End Date                74        AN      YYYYMMDD
Most Recent Financial Indicator                     75        AN       T or Y
NCF At Contribution                                 76     Numeric   1000000.00
DSCR (NCF) At Contribution                          77     Numeric       1.5

Preceding Fiscal Year NCF                           78     Numeric   1000000.00

<CAPTION>

----------------------------------------------   -----------------------------------------------------------------  ---------
                                                                                                                      LOAN
                                                                                                                      FIELD
               FIELD NAME                                             DESCRIPTION/COMMENTS                          REFERENCE
----------------------------------------------   -----------------------------------------------------------------  ---------
<S>                                              <C>                                                                   <C>
DSCR (NOI) At Contribution                       Should match the prospectus if available.                             S66
Appraisal Value At Contribution                                                                                        S67
Appraisal Date At Contribution                                                                                         S68
Physical Occupancy At Contribution                                                                                     S69
Date of Last Inspection                          Date of last physical site inspection
Preceding Fiscal Year Financial As of Date                                                                             L58
Preceding Fiscal Year Revenue                                                                                          L52
Preceding Fiscal Year Operating Expenses                                                                               L53
Preceding Fiscal Year NOI                                                                                              L54
Preceding Fiscal Yr Debt Service Amount          Calculate using P20(percentage) to get the allocated amount for       L55
                                                 each property
Preceding Fiscal Year DSCR (NOI)                 Uses the property NOI and the allocated debt service amount           L56
Preceding Fiscal Year Physical Occupancy                                                                               L57
Second Preceding FY Financial As of Date                                                                               L65
Second Preceding Fiscal Year Revenue                                                                                   L59
Second Preceding FY Operating Expenses                                                                                 L60
Second Preceding Fiscal Year NOI                                                                                       L61
Second Preceding FY Debt Service Amount          Calculate using P20(percentage) to get the allocated amount for       L62
                                                 each property
Second Preceding Fiscal Year DSCR (NOI)          Uses the property NOI and the allocated debt service amount           L63
Second Preceding FY Physical Occupancy                                                                                 L64
Property Contribution Date                       Date Property was contributed                                         L85
Most Recent Revenue                              Most Recent Revenue                                                   L66
Most Recent Operating Expenses                   Most Recent Operating Expenses                                        L67
Most Recent NOI                                  Most Recent Net Operating Income                                      L68
Most Recent Debt Service Amount                  Calculate using P20(percentage) to get the allocated amount for       L69
                                                 each property
Most Recent DSCR (NOI)                           Uses the property NOI and the allocated debt service amount           L70
Most Recent Financial As of Start Date           Start date used to calculate Most Recent information either YTD       L72
                                                 or trailing 12 months
Most Recent Financial As of End Date             End date used to calculate Most Recent information either YTD         L73
                                                 or trailing 12 months
Most Recent Financial Indicator                  T= Trailing 12 months Y = Year to Date                                L82
NCF At Contribution                              Net Cash Flow At Contribution.   Should match the prospectus if       S83
                                                 available.
DSCR (NCF) At Contribution                       DSCR At Contribution using NCF to calculate.   Should match the       S84
                                                 prospectus if available.
Preceding Fiscal Year NCF                        Preceding Fiscal Year Net Cash Flow related to Financial As of        L92
                                                 Date P53.
</TABLE>


<PAGE>

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             CROSS REFERENCED AS "P"

<TABLE>
<CAPTION>
---------------------------------  --------------------------------  ---------------------------------------------------------------

                                    FIELD               FORMAT
         FIELD NAME                 NUMBER    TYPE      EXAMPLE                            DESCRIPTION/COMMENTS
---------------------------------  --------------------------------  ---------------------------------------------------------------
<S>                                   <C>    <C>      <C>            <C>
Preceding Fiscal Year DSCR (NCF)      79     Numeric     2.55        Preceding Fiscal Yr Debt Service Coverage Ratio using NCF
                                                                     related to Financial As of Date P53.
Second Preceding FY NCF               80     Numeric  1000000.00     Second Preceding Fiscal Year Net Cash Flow related to Financial
                                                                     As of Date P60.
Second Preceding FY DSCR (NCF)        81     Numeric     2.55        Second Preceding Fiscal Year Debt Service Coverage Ratio using
                                                                     Net Cash Flow related to Financial As of Date P60.
Most Recent NCF                       82     Numeric  1000000.00     Most Recent Net Cash Flow related to Financial As of Date P74.
Most Recent DSCR (NCF)                83     Numeric     2.55        Most Recent Debt Service Coverage Ratio using Net Cash Flow
                                                                     related to Financial As of Date P74.
NOI/NCF Indicator                     84       AN        Text        Indicates how NOI or Net Cash Flow was calculated should be the
                                                                     same for each financial period.  See NOI/NCF Indicator Legend.
Deferred Maintenance Flag             85       AN          N         Either Y=Yes or N= No, Deferred Maintenance

<CAPTION>

---------------------------------      ----------
                                         LOAN
                                         FIELD
         FIELD NAME                    REFERENCE
---------------------------------      ----------
<S>                                    <C>
Preceding Fiscal Year DSCR (NCF)          L93

Second Preceding FY NCF                   L94

Second Preceding FY DSCR (NCF)            L95

Most Recent NCF                           L96
Most Recent DSCR (NCF)                    L97

NOI/NCF Indicator                         L90

Deferred Maintenance Flag
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------   --------------------------------------------------------------------------------
              PROPERTY TYPES CODE                                                  NOI/NCF INDICATOR
                    LEGEND                                                              LEGEND
------------------------------------------------   --------------------------------------------------------------------------------
<S>                          <C>                        <C>          <C>
MF                           Multifamily                CMSA         Calculated using CMSA standard
RT                           Retail                      PSA         Calculated using a definition given in the PSA
HC                           Health Care                 U/W         Calculated using the underwriting method
IN                           Industrial
WH                           Warehouse
MH                           Mobile Home Park
OF                           Office
MU                           Mixed Use
LO                           Lodging
SS                           Self Storage
OT                           Other
SE                           Securities
</TABLE>


<PAGE>


                                  ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                   PROPERTY TYPE
                                                               ---------------------------------------------------
       CODE/                                                                  MULTI-       HEALTH
     SORT ORDER                    DESCRIPTION                 COMMERCIAL     FAMILY        CARE           LODGING
------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                          <C>           <C>           <C>             <C>

                                                        INCOME

010GROSRNT           Gross Potential Rent                          o             o            o
020VACANCY           Less: Vacancy/Collection Loss                 o             o            o
030BASERNT           Base Rent                                     o             o
040EXPREMB           Expense Reimbursement                         o
050PCTRENT           Percentage Rent                               o
060ROOMREV           Room Revenue                                                                             o
070FOODBEV           Food & Beverage Revenues                                                                 o
080PHONE             Telephone Revenue                                                                        o
090OTHDREV           Other Departmental Revenue                                                               o
100PVTPAY            Private Pay                                                              o
110MEDCARE           Medicare/Medicaid                                                        o
120NURSING           Nursing/Medical Income                                                   o
130MEALS             Meals Income                                                             o
140LAUNDRY           Laundry/Vending Income                                      o
150PARKING           Parking Income                                o             o
160OTHERIN           Other Income                                  o             o            o               o

                                                       EXPENSES

270ROOMS             Room (Department)                                                                        o
280FOODBEV           Food & Beverage (Departmental)                                                           o
290PHONE             Telephone Expenses (Departmental)                                                        o
300OTHDEPT           Other Dept. Expenses                                                                     o
310RETAXES           Real Estate Taxes                            o             o             o               o
320PROPINS           Property Insurance                           o             o             o               o
330UTILITI           Utilities                                    o             o             o               o
340REPAIRS           Repairs and Maintenance                      o             o             o               o
350JANITOR           Janitorial                                   o
360FRANCHI           Franchise Fee                                                                            o
370MANAGEM           Management Fees                              o             o             o               o
380PAYROLL           Payroll & Benefits                           o             o             o               o
390MARKETI           Advertising & Marketing                      o             o             o               o
400PROFESS           Professional Fees                            o             o             o               o
410GENERAL           General and Administrative                   o             o             o               o
420ROOMS             Room Expense - Housekeeping                                              o
430MEALS             Meal expense                                                             o
440OTHEREX           Other Expenses                               o             o             o               o
450GROUNDR           Ground Rent                                  o             o             o               o

                                                     RESRV & CAPEX

490LEASING           Leasing Commissions                          o
500TENANTI           Tenant Improvements                          o
510CAPEX             Capital Expenditures                         o             o             o               o
520EXCAPEX           Extraordinary Capital Expenditures           o             o             o               o
</TABLE>


--------------------------------------------------------------------------------
                                   DATA TYPES
--------------------------------------------------------------------------------
        YTD          Current Year - Year to Date
         AN          Annual (prior 12 months' data...fiscal year - audited)
         TR          Trailing 12 months' data
         UB          Underwriting Base Line


--------------------------------------------------------------------------------
                                 STATEMENT TYPES
--------------------------------------------------------------------------------
        BOR          Borrower's Statement (as submitted)
        ADJ          Adjustments to Borrower's Statement
        NOR          Normalized Statement (to CMSA format)


<PAGE>

                                  ATTACHMENT B:
                       CMSA FINANCIAL FILE SPECIFICATIONS


                                 RECORD LAYOUT

Fields:  Trans ID        From CMSA Loan Setup File, Field #1
         Loan #          From CMSA Property File, Field #2
         Property ID     From CMSA Property File, Field #4, Example: 1001-001
         YYYYMM          Financial Statement Beginning Date
         YYYYMM          Financial Statement Ending Date
         Data Type       See attached values
         Stmt Type       See attached values
         Category Code   See attached values
         Amount          Example: 999999.99   Enter positive values except for
                         adjustments, contra accounts or other negative numbers.
Key:     Trans ID
         Loan #
         Property ID     CMSA Property File, P4
         YYYYMM          Financial Statement Ending Date
         Data Type
         Statement Type
         Category Code


--------------------------------------------------------------------------------
                      SAMPLE ASCII PRESENTATION (PREFERRED)
--------------------------------------------------------------------------------
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,010GROSRNT,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,020VACANCY,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,030BASERNT,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,160OTHERIN,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,310RETAXES,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,320PROPINS,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,330UTILITI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,340REPAIRS,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,350JANITOR,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,370MANAGEM,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,380PAYROLL,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,390MARKETI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,410GENERAL,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,440OTHEREX,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,500TENANTI,999999.99
XX97D4, 12768-34,1001-001,199901,199903,YTD,NOR,510CAPEX,999999.99

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                              SAMPLE SPREADSHEET PRESENTATION
---------------------------------------------------------------------------------------
                              BEGIN      ENDING   DATA   STMT
TRANS ID  LOAN #    PROP ID   YYYYMM     YYYYMM   TYPE   TYPE     CATEGORY     AMOUNT
---------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>        <C>      <C>     <C>    <C>          <C>
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    010GROSRNT   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    020VACANCY   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    030BASERNT   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    160OTHERIN   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    310RETAXES   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    320PROPINS   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    330UTILITI   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    340REPAIRS   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    350JANITOR   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    370MANAGEM   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    380PAYROLL   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    390MARKETI   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    410GENERAL   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    440OTHEREX   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    500TENANTI   999999.99
XX97D4    12768-34  1001-001  199901     199903   YTD     NOR    510CAPEX     999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    010GROSRNT   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    020VACANCY   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    030BASERNT   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    160OTHERIN   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    310RETAXES   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    320PROPINS   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    330UTILITI   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    340REPAIRS   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    350JANITOR   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    370MANAGEM   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    380PAYROLL   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    390MARKETI   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    410GENERAL   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    440OTHEREX   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    500TENANTI   999999.99
XX97D4    12768-34  1001-002  199901     199903   YTD     NOR    510CAPEX     999999.99
</TABLE>
<PAGE>


                                    EXHIBIT X

                          UNRESTRICTED SERVICER REPORTS




                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"


--------------------------------------------------------------------------------
          SPECIFICATION                        DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------

Acceptable Media Types             Magnetic Tape, Diskette, Electronic Transfer
Character Set                      ASCII
Field Delineation                  Comma
Density (Bytes-Per-Inch)           1600 or 6250
Magnetic Tape Label                None (unlabeled)
Magnetic Tape Blocking Factor      10285 (17 records per block)
Physical Media Label               Servicer Name; Data Type (Collection Period
                                   Data); Density (Bytes-Per-Inch); Blocking
                                   Factor; Record Length
Return Address Label               Required for return of physical media
                                   (magnetic tape or diskette)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                   FIELD               FORMAT
           FIELD NAME              NUMBER  TYPE       EXAMPLE                         DESCRIPTION/COMMENTS
---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>    <C>    <C>               <C>
Transaction Id                       1      AN        XXX97001       Unique Issue Identification Mnemonic
Group Id                             2      AN        XXX9701A       Unique Indentification Number Assigned To Each Loan
                                                                     Group Within An Issue
Loan Id                              3      AN     00000000012345    Unique Servicer Loan Number Number Assigned To Each
                                                                     Collateral Item In A Pool
Prospectus Loan Id                   4      AN          123          Unique Identification Number Assigned To Each
                                                                     Collateral Item In The Prospectus
Original Note Amount                 5    Numeric    1000000.00      The Mortgage Loan Balance At Inception Of The Note
Original Term Of Loan                6    Numeric       240          Original Number Of Months Until Maturity Of Loan
Original Amortization Term           7    Numeric       360          Original Number Of Months Loan Amortized Over
Original Note Rate                   8    Numeric      0.095         The Note Rate At Inception Of The Note
Original Payment Rate                9    Numeric      0.095         Original Rate Payment Calculated On
First Loan Payment Due Date          10     AN        YYYYMMDD       First Payment Date On The Mortgage Loan
Grace Days Allowed                   11   Numeric        10          Number Of Days From Due Date Borrower Is Permitted To
                                                                     Remit Payment
Interest Only (Y/N)                  12     AN           Y           Y=Yes,  N=No
Balloon (Y/N)                        13     AN           Y           Y=Yes,  N=No
Interest Rate Type                   14   Numeric        1           1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code         15   Numeric        1           1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual,
                                                                     5=Actual/366, 6=Simple, 7=78's
Interest in Arrears (Y/N)            16     AN           Y           Y=Yes,  N=No
Payment Type Code                    17   Numeric        1           See Payment Type Code Legend
Prepayment Lock-out End Date         18     AN        YYYYMMDD       Date After Which Loan Can Be Prepaid
Yield Maintenance End Date           19     AN        YYYYMMDD       Date After Which Loan Can Be Prepaid Without Yield
                                                                     Maintenance
Prepayment Premium End Date          20     AN        YYYYMMDD       Date After Which Loan Can Be Prepaid Without Penalty
Prepayment Terms Description         21     AN          Text         Should reflect the information in Annex A or use the
                                                                     format of  LO(36), YM(28), 7(12), O(3).  If manually
                                                                     derived, the Cutoff Date should be the start date for
                                                                     period counting.
ARM Index Code                       22     AN           A           See Arm Index Code Legend
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                   FIELD               FORMAT
           FIELD NAME              NUMBER  TYPE       EXAMPLE                         DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>  <C>        <C>             <C>
First Rate Adjustment Date           23     AN        YYYYMMDD       Date Note Rate Originally Changed
First Payment Adjustment Date        24     AN        YYYYMMDD       Date Payment Originally Changed
ARM Margin                           25   Numeric      0.025         Rate Added To Index Used In The Determination Of The
                                                                     Gross Interest Rate
Lifetime Rate Cap                    26   Numeric       0.15         Maximum Rate That The Borrower Must Pay On An Arm Loan
                                                                     Per The Loan Agreement
Lifetime Rate Floor                  27   Numeric       0.05         Minimum Rate That The Borrower Must Pay On An Arm Loan
                                                                     Per The Loan Agreement
Periodic Rate Increase Limit         28   Numeric       0.02         Maximum Periodic Increase To The Note Rate Allowed Per
                                                                     The Loan Agreement
Periodic Rate Decrease Limit         29   Numeric       0.02         Minimum Periodic Decrease To The Note Rate Allowed Per
                                                                     The Loan Agreement
Periodic Pay Adjustment Max-%        30   Numeric       0.03         Max Periodic % Increase To The P&I Payment Allowed Per
                                                                     The Loan Agreement
Periodic Pay Adjustment Max-$        31   Numeric     5000.00        Max Periodic Dollar Increase To The P&I Payment
                                                                     Allowed Per The Loan Agreement
Payment Frequency                    32   Numeric        1           1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rate Reset Frequency                 33   Numeric        1           1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually,
                                                                     365=Daily
Pay Reset Frequency                  34   Numeric        1           1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually,
                                                                     365=Daily
Rounding Code                        35   Numeric        1           Rounding Method For Sum Of Index Plus Margin (See
                                                                     Rounding Code Legend)
Rounding Increment                   36   Numeric     0.00125        Used In Conjunction With Rounding Code
Index Look Back In Days              37   Numeric        45          Use Index In Effect X Days Prior To Adjustment Date
Negative Amortization Allowed        38     AN           Y           Y=Yes,  N=No
(Y/N)
Max Neg Allowed (% Of Orig Bal)      39   Numeric      0.075         Max Lifetime % Increase to the Original Balance
                                                                     Allowed Per The Loan Agreement
Maximum Negate Allowed ($)           40   Numeric     25000.00       Max Lifetime Dollar Increase to the Original Balance
                                                                     Allowed Per The Loan Agreement
Remaining Term At Contribution       41   Numeric       240          Remaining Number Of Months Until Maturity Of Loan At
                                                                     Cutoff
Remaining Amort Term At              42   Numeric       360          Remaining Number Of Months Loan Amortized Over At
Contribution                                                         Cutoff
Maturity Date At Contribution        43     AN        YYYYMMDD       The Scheduled Maturity Date Of The Mortgage Loan At
                                                                     Contribution
Scheduled Principal Balance At       44   Numeric    1000000.00      The Scheduled Principal Balance Of The Mortgage Loan
Contribution                                                         At Contribution
Note Rate At Contribution            45   Numeric      0.095         Cutoff Annualized Gross Interest Rate Applicable To
                                                                     The Calculation Of Scheduled Interest
Servicer And Trustee Fee Rate        46   Numeric     0.00025        Cutoff Annualized Fee Paid To The Servicer And Trustee
Fee Rate / Strip Rate 1              47   Numeric     0.00001        Cutoff Annualized Fee/Strip Netted Against Current
                                                                     Note Rate = Net Rate
Fee Rate / Strip Rate 2              48   Numeric     0.00001        Cutoff Annualized Fee/Strip Netted Against Current
                                                                     Note Rate = Net Rate
Fee Rate / Strip Rate 3              49   Numeric     0.00001        Cutoff Annualized Fee/Strip Netted Against Current
                                                                     Note Rate = Net Rate
Fee Rate / Strip Rate 4              50   Numeric     0.00001        Cutoff Annualized Fee/Strip Netted Against Current
                                                                     Note Rate = Net Rate
Fee Rate / Strip Rate 5              51   Numeric     0.00001        Cutoff Annualized Fee/Strip Netted Against Current
                                                                     Note Rate = Net Rate
Net Rate At Contribution             52   Numeric      0.0947        Cutoff Annualized Interest Rate Applicable To The
                                                                     Calculation Of Remittance Interest
Periodic P&I Payment At              53   Numeric     3000.00        The Periodic Scheduled Principal & Interest Payment at
Contribution                                                         Contribution
# Of Properties at Contribution      54   Numeric        13          L86 - The Number Of Properties Underlying The Mortgage
                                                                     Loan
Property Name                        55     AN          Text         P7 - If Multiple properties print "Various"
Property Address                     56     AN          Text         P8 - If Multiple properties print "Various"
</TABLE>



<PAGE>


                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                   FIELD               FORMAT
           FIELD NAME              NUMBER  TYPE       EXAMPLE                         DESCRIPTION/COMMENTS
---------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>  <C>        <C>              <C>
Property City                        57     AN          Text         P9 - If Multiple properties have the same city then
                                                                     print the city, otherwise print "Various".  Missing
                                                                     information print "Incomplete"
Property State                       58     AN          Text         P10 - If Multiple properties have the same state then
                                                                     print the state, otherwise print "XX" to represent
                                                                     various. Missing information print "ZZ"
Property Zip Code                    59     AN          Text         P11 - If Multiple properties have the same zip code
                                                                     then print the zip code, otherwise print "Various".
                                                                     Missing information print "Incomplete"
Property County                      60     AN          Text         P12 - If Multiple properties have the same county then
                                                                     print the county, otherwise print "Various". Missing
                                                                     information print "Incomplete"
Property Type Code                   61     AN           MF          P13 -  If Multiple properties have the same property
                                                                     type code then print the property code, otherwise
                                                                     print "XX" to represent various.  Missing information
                                                                     print "ZZ"
Net Square Feet At Contribution      62   Numeric      25000         P16 - For Multiple properties, if all the same
                                                                     Property Type, sum the values, if missing any leave
                                                                     empty
# Of Units/Beds/Rooms At             63   Numeric        75          P17 - For Multiple properties, if all the same
Contribution                                                         Property Type, sum the values, if missing any leave
                                                                     empty
Year Built                           64     AN          YYYY         P14 - If Multiple properties have the same Year Built
                                                                     then print Year Built else leave empty
NOI At Contribution                  65   Numeric    100000.00       P47 - If Multiple properties sum the values, if
                                                                     missing any then populate using the "DSCR Indicator
                                                                     Legend" rule.   Should match the prospectus if
                                                                     available.
DSCR (NOI) At Contribution           66   Numeric       2.11         P48 - If Multiple properties populate using the "DSCR
                                                                     Indicator Legend" rule. DSCR At Contribution using
                                                                     NOI.   Should match the prospectus if available.
Appraisal Value At Contribution      67   Numeric    1000000.00      P49 -  If Multiple properties sum the values , if
                                                                     missing any then leave empty
Appraisal Date At Contribution       68     AN        YYYYMMDD       P50 - If Multiple properties and all the same then
                                                                     print the date, if missing any then leave empty
Physical Occupancy At                69   Numeric       0.88         P51 -  If Multiple properties, Use weighted average by
Contribution                                                         using the calculation [ Current Allocated % (Prop) *
                                                                     Occupancy (Oper) ] for each Property, if missing one
                                                                     then leave empty
Revenue At Contribution              70   Numeric    100000.00       P45 -  If Multiple properties then sum the value, if
                                                                     missing any then populate using the "DSCR Indicator
                                                                     Legend" rule.  Should match the prospectus if
                                                                     available.
Operating Expenses At                71   Numeric    100000.00       P46 -  If Multiple properties then sum the value, if
Contribution                                                         missing any then populate using the "DSCR Indicator
                                                                     Legend" rule.   Should match the prospectus if
                                                                     available.
Contribution Financials As Of        72     AN        YYYYMMDD       P44 - If Multiple properties and all the same then
Date                                                                 print the date, if missing any then leave empty
Recourse (Y/N)                       73     AN           Y           Y=Yes,  N=No
Ground Lease (Y/S/N)                 74     AN           Y           Y=Yes, S=Subordinate, N= No ground lease, P22 - If
                                                                     Multiple properties and any one property is "Y" or "S"
                                                                     print  "Y"
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                   FIELD               FORMAT
           FIELD NAME              NUMBER  TYPE       EXAMPLE                         DESCRIPTION/COMMENTS
---------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>  <C>        <C>             <C>
Cross-Collateralized Loan            75     AN          Text         P6 - All Loans With The Same Value Are Crossed, For
Grouping                                                             example : "X02-1" would be populated in this field for
                                                                     all related loans, "X02-2" would be populated for the
                                                                     next group of related loans.
Collection Of Escrows (Y/N)          76     AN           Y           Y=Yes,  N=No  -  Referring to Taxes and Insurance
Collection Of Other Reserves         77     AN           Y           Y=Yes,  N=No -  Referring to Reserves other than Taxes
(Y/N)                                                                and Insurance.  If any property has a value > 0 in
                                                                     P23,  this field should be "Y"
Lien Position At Contribution        78   Numeric        1           1=First, 2=Second...
Hyper Amortizing Begin Date          79     AN        YYYYMMDD       L81 - Date used to track Anticipated Repayment Date
                                                                     Loans
Defeasance Option Start Date         80     AN        YYYYMMDD       Date loan can start defeasance
Defeasance Option End Date           81     AN        YYYYMMDD       Date that defeasance ends
Last Setup Change Date               82     AN        YYYYMMDD       L83 - Distribution Date that the information was last
                                                                     changed by loan
NCF At Contribution                  83   Numeric    100000.00       P76 - If Multiple properties sum the values, if
                                                                     missing any then populate using the "DSCR Indicator
                                                                     Legend" rule.  Net Cash Flow At Contribution.   Should
                                                                     match the prospectus if available.
DSCR (NCF) At Contribution           84   Numeric       2.11         P77 - If Multiple properties populate using the "DSCR
                                                                     Indicator Legend" rule. DSCR At Contribution using NCF
                                                                     to calculate.  Should match the prospectus if
                                                                     available.
DSCR Indicator at Contribution       85     AN          Text         Flag used to explain how the DSCR was calculated when
                                                                     there are multiple properties.  See DSCR Indicator
                                                                     Legend.
Loan Contributor to                  86     AN          Text         Name of entity ultimately responsible for the reps and
Securitization                                                       warranties of the loan contributed
Credit Tenant Lease                  87     AN           Y           L101 - Y=Yes,  N=No
</TABLE>



<PAGE>
                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"


--------------------------------------------------------------------------------
                                  ROUNDING CODE
                                     LEGEND
--------------------------------------------------------------------------------

      1                       Unrounded
      2                       Nearest Percentage Increment
      3                       Up To Nearest Percentage Increment
      4                       Down To Nearest Percentage Increment


--------------------------------------------------------------------------------
                               PROPERTY TYPES CODE
                                     LEGEND
--------------------------------------------------------------------------------

      MF            Multifamily
      RT            Retail
      HC            Health Care
      IN            Industrial
      WH            Warehouse
      MH            Mobile Home Park
      OF            Office
      MU            Mixed Use
      LO            Lodging
      SS            Self Storage
      OT            Other
      SE            Securities


--------------------------------------------------------------------------------
                              ARM INDEX CODE
                                  LEGEND
--------------------------------------------------------------------------------

         A          11 FHLB COFI  (1 Month)
         B          11 FHLB COFI  (6 Month)
         C          1 Year CMT Weekly Average Treasury
         D          3 Year CMT Weekly Average Treasury
         E          5 Year CMT Weekly Average Treasury
         F          Wall Street Journal Prime Rate
         G          1 Month LIBOR
         H          3 Month LIBOR
         I          6 Month LIBOR
         J          National Mortgage Index Rate
                    All Others Use Short Text Description


--------------------------------------------------------------------------------
                             PAYMENT TYPE CODE
                                  LEGEND
--------------------------------------------------------------------------------

        1           Fully Amortizing
        2           Amortizing Balloon
        3           Interest Only / Balloon
        4           Interest Only / Amortizing
        5           Interest Only / Amortizing / Balloon
        6           Principal Only
        7           Hyper-Amortization
        9           Other


--------------------------------------------------------------------------------
                              DSCR INDICATOR
                                  LEGEND
--------------------------------------------------------------------------------

         P          Partial - Not all properties received financials,
                    servicer to leave empty
         A          Average - Not all properties received financials,
                    servicer allocates Debt Service only to properties
                    where financials are received.
         F          Full - All Statements Collected for all properties
         W          Worst Case - Not all properties received financials,
                    servicer allocates 100% of Debt Service to all
                    properties where financials are received.
         N          None Collected - no financials were received
         C          Consolidated-All properties reported on 1 "rolled up"
                    financial from the borrower
<PAGE>



                  COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                       CMSA "LOAN PERIODIC" UPDATE FILE
                             (DATA RECORD LAYOUT)
                           CROSS REFERENCED AS "L"


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
          SPECIFICATION                                              DESCRIPTION/COMMENTS
-------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>
Acceptable Media Types              Magnetic Tape, Diskette, Electronic Transfer
Character Set                       ASCII
Field Delineation                   Comma
Density (Bytes-Per-Inch)            1600 or 6250
Magnetic Tape Label                 None (unlabeled)
Magnetic Tape Blocking Factor       10285 (17 records per block)
Physical Media Label                Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
                                    Factor; Record Length
Return Address Label                Required for return of physical media (magnetic tape or diskette)
</TABLE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                    FIELD             FORMAT
            FIELD NAME              NUMBER  TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>  <C>     <C>            <C>
Transaction Id                        1      AN      XXX97001     Unique Issue Identification Mnemonic
Group Id                              2      AN      XXX9701A     Unique Identification Number Assigned To Each Loan Group
                                                                  Within An Issue
Loan Id                               3      AN    00000000012345 Unique Servicer Loan Number Assigned To Each Collateral
                                                                  Item In A Pool
Prospectus Loan Id                    4      AN         123       Unique Identification Number Assigned To Each Collateral
                                                                  Item In The Prospectus
Distribution Date                     5      AN      YYYYMMDD     Date Payments  Made To Certificateholders
Current Beginning Scheduled           6    Numeric   100000.00    Outstanding Sched Prin Bal at Beginning of current
Balance                                                           period that is part of the trust
Current Ending Scheduled  Balance     7    Numeric   100000.00    Outstanding Sched Prin Bal at End of current period that
                                                                  is part of the trust
Paid To Date                          8      AN      YYYYMMDD     Date loan is paid through. One frequency < the date the
                                                                  loan is due for next payment
Current Index Rate                    9    Numeric     0.09       Index Rate Used In The Determination Of The Current
                                                                  Period Gross Interest Rate
Current Note Rate                     10   Numeric     0.09       Annualized Gross Rate Applicable To Calculate The
                                                                  Current Period Scheduled Interest
Maturity Date                         11     AN      YYYYMMDD     Date Collateral Is Scheduled To Make Its Final Payment
Servicer and Trustee Fee Rate         12   Numeric    0.00025     Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1                 13   Numeric    0.00001     Annualized Fee/Strip Netted Against Current Note Rate =
                                                                  Net Rate
Fee Rate/Strip Rate 2                 14   Numeric    0.00001     Annualized Fee/Strip Netted Against Current Note Rate =
                                                                  Net Rate
Fee Rate/Strip Rate 3                 15   Numeric    0.00001     Annualized Fee/Strip Netted Against Current Note Rate =
                                                                  Net Rate
Fee Rate/Strip Rate 4                 16   Numeric    0.00001     Annualized Fee/Strip Netted Against Current Note Rate =
                                                                  Net Rate
Fee Rate/Strip Rate 5                 17   Numeric    0.00001     Annualized Fee/Strip Netted Against Current Note Rate =
                                                                  Net Rate
Net Rate                              18   Numeric    0.0947      Annualized Interest Rate Applicable To Calculate The
                                                                  Current Period Remittance Int.
Next Index Rate                       19   Numeric     0.09       Index Rate Used In The Determination Of The Next Period
                                                                  Gross Interest Rate
Next Note Rate                        20   Numeric     0.09       Annualized Gross Interest Rate Applicable To Calc Of The
                                                                  Next Period Sch. Interest
Next Rate Adjustment Date             21     AN      YYYYMMDD     Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date          22     AN      YYYYMMDD     Date Scheduled P&I Amount Is Next Scheduled To Change
Scheduled Interest Amount             23   Numeric    1000.00     Scheduled Gross Interest Payment Due For The Current
                                                                  Period that goes to the trust
Scheduled Principal Amount            24   Numeric    1000.00     Scheduled Principal Payment Due For The Current Period
                                                                  that goes to the trust
Total Scheduled P&I Due               25   Numeric    1000.00     Scheduled Principal & Interest Payment Due For Current
                                                                  Period for the trust
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                    FIELD             FORMAT
            FIELD NAME              NUMBER  TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
---------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>  <C>       <C>          <C>
Neg am/Deferred Interest Amount       26   Numeric    1000.00     Negative Amortization/Deferred Interest Amount Due For
                                                                  The Current Period
Unscheduled Principal Collections     27   Numeric    1000.00     Unscheduled Payments Of Principal Received During The
                                                                  Related Collection Period
Other Principal Adjustments           28   Numeric    1000.00     Unscheduled Principal Adjustments For The Related
                                                                  Collection Period
Liquidation/Prepayment Date           29     AN      YYYYMMDD     Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd    30   Numeric    1000.00     Additional Payment Req'd From Borrower Due To Prepayment
                                                                  Of Loan Prior To Maturity
Prepayment Interest Excess            31   Numeric    1000.00     Interest Shortfall or Excess as calculated by Servicer
(Shortfall)                                                       per the Trust documents
Liquidation/Prepayment Code           32   Numeric       1        See Liquidation/Prepayment Codes Legend
Most Recent ASER Amount               33   Numeric    1000.00     Appraisal Subordinated Entitlement Reduction - The
                                                                  difference between a full advance and the reduced
                                                                  advance is the ASER or as defined in the Trust documents
Blank                                 34     AN        Blank      Left blank on purpose. (Note: was previously Most Recent
                                                                  ASER Date. Field not considered applicable to ASER.)
Cumulative ASER Amount                35   Numeric    1000.00     Cumulative Appraisal Subordinated Entitlement Reduction
Actual Balance                        36   Numeric   100000.00    Outstanding Actual Principal Balance At The End Of The
                                                                  Current Period
Total P&I Advance Outstanding         37   Numeric    1000.00     Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding         38   Numeric    1000.00     Outstanding Taxes & Insurance Advances At The End Of The
                                                                  Current Period
Other Expense Advance Outstanding     39   Numeric    1000.00     Other Outstanding Advances At The End Of The Current
                                                                  Period
Status of Loan                        40     AN          1        See Status Of Loan Legend
In Bankruptcy                         41     AN          Y        Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else
                                                                  "N")
Foreclosure Date                      42     AN      YYYYMMDD     P27 -  If Multiple properties have the same date then
                                                                  print that date otherwise leave empty
REO Date                              43     AN      YYYYMMDD     P28 -  If Multiple properties have the same date then
                                                                  print that date otherwise leave empty
Bankruptcy Date                       44     AN      YYYYMMDD     Date Of Bankruptcy
Net Proceeds Received on              45   Numeric   100000.00    Net Proceeds Rec'd On Liquidation To Be Remitted to the
Liquidation                                                       Trust per the Trust Documents
Liquidation Expense                   46   Numeric   100000.00    Expenses Associated With The Liq'n To Be Netted from the
                                                                  Trust per the Trust Documents
Realized Loss to Trust                47   Numeric   10000.00     Liquidation Balance Less Net Liquidation Proceeds
                                                                  Received (as defined in Trust documents)
Date of Last Modification             48     AN      YYYYMMDD     Date Loan Was Modified
Modification Code                     49   Numeric       1        See Modification Codes Legend
Modified Note Rate                    50   Numeric     0.09       Note Rate Loan Modified To
Modified Payment Rate                 51   Numeric     0.09       Payment Rate Loan Modified To
Preceding Fiscal Year Revenue         52   Numeric    1000.00     P54 - If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Preceding Fiscal Year Operating       53   Numeric    1000.00     P55 -  If Multiple properties then sum the value, if
Expenses                                                          missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Preceding Fiscal Year NOI             54   Numeric    1000.00     P56 -  If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Preceding Fiscal Year Debt Svc        55   Numeric    1000.00     P57 -  If Multiple properties then sum the value, if
Amount                                                            missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                    FIELD             FORMAT
            FIELD NAME              NUMBER  TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>  <C>       <C>          <C>
Preceding Fiscal Year DSCR (NOI)      56   Numeric     2.55       P58 - If Multiple properties populate using the "DSCR
                                                                  Indicator Legend" rule.   Preceding Fiscal Yr Debt Svc
                                                                  Cvrge Ratio using NOI
Preceding Fiscal Year Physical        57   Numeric     0.85       P59 - If Multiple properties, Use weighted average by
Occupancy                                                         using the calculation [ Current Allocated % (Prop) *
                                                                  Occupancy (Oper) ] for each Property, if missing any
                                                                  then leave empty
Preceding Fiscal Year Financial       58     AN      YYYYMMDD     P53 - If Multiple properties and all the same then print
As of Date                                                        the date, if missing any then leave empty
Second Preceding Fiscal Year          59   Numeric    1000.00     P61 - If Multiple properties then sum the value, if
Revenue                                                           missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Second Preceding Fiscal Year          60   Numeric    1000.00     P62 -  If Multiple properties then sum the value, if
Operating Expenses                                                missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Second Preceding Fiscal Year NOI      61   Numeric    1000.00     P63 -  If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Second Preceding Fiscal Year Debt     62   Numeric    1000.00     P64 -  If Multiple properties then sum the value, if
Service Amount                                                    missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Second Preceding Fiscal Year DSCR     63   Numeric     2.55       P65 - If Multiple properties populate using the "DSCR
(NOI)                                                             Indicator Legend" rule.   Second Preceding Fiscal Year
                                                                  Debt Service Coverage Ratio using NOI
Second Preceding Fiscal Year          64   Numeric     0.85       P66 - If Multiple properties, Use weighted average by
Physical Occupancy                                                using the calculation [ Current Allocated % (Prop) *
                                                                  Occupancy (Oper) ] for each Property, if missing any
                                                                  then leave empty
Second Preceding Fiscal Year          65     AN      YYYYMMDD     P60 - If Multiple properties and all the same then print
Financial As of Date                                              the date, if missing any then leave empty
Most Recent Revenue                   66   Numeric    1000.00     P68 - If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Most Recent Operating Expenses        67   Numeric    1000.00     P69 -  If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Most Recent NOI                       68   Numeric    1000.00     P70 -  If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Most Recent Debt Service Amount       69   Numeric    1000.00     P71 -  If Multiple properties then sum the value, if
                                                                  missing any then populate using the "DSCR Indicator
                                                                  Legend" rule
Most Recent DSCR (NOI)                70   Numeric     2.55       P72 - If Multiple properties populate using the "DSCR
                                                                  Indicator Legend" rule.   Most Recent Debt Service
                                                                  Coverage Ratio using NOI
Most Recent Physical Occupancy        71   Numeric     0.85       P29 - If Multiple properties, Use weighted average by
                                                                  using the calculation [ Current Allocated % (Prop) *
                                                                  Occupancy (Oper) ] for each Property, if missing any
                                                                  then leave empty
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                    FIELD             FORMAT
            FIELD NAME              NUMBER  TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>  <C>       <C>          <C>
Most Recent Financial As of Start     72     AN      YYYYMMDD     P73 - If Multiple properties and all the same then print
Date                                                              the date, if missing any then leave empty
Most Recent Financial As of End       73     AN      YYYYMMDD     P74 - If Multiple properties and all the same then print
Date                                                              the date, if missing any then leave empty
Most Recent Appraisal Date            74     AN      YYYYMMDD     P24 - If Multiple properties and all the same then print
                                                                  the date, if missing any then leave empty
Most Recent Appraisal Value           75   Numeric   100000.00    P25 - If Multiple properties then sum the value, if
                                                                  missing any then leave empty
Workout Strategy Code                 76   Numeric       1        See Workout Strategy Codes Legend
Most Recent Special Servicer          77     AN      YYYYMMDD     Date Transferred To The Special Servicer
Transfer Date
Most Recent Master Servicer           78     AN      YYYYMMDD     Date Returned To The Master Servicer or Primary Servicer
Return Date
Date Asset Expected to Be             79     AN      YYYYMMDD     P26 - If Multiple properties then print the latest date
Resolved or Foreclosed                                            from the affiliated properties.   If in Foreclosure -
                                                                  Expected Date of Foreclosure and if REO - Expected Sale
                                                                  Date.
Blank                                 80     AN        Blank      Left blank on purpose. (Note : was previously Year
                                                                  Renovated.  Use the Property File field 15 instead)
Current Hyper Amortizing Date         81     AN      YYYYMMDD     S79 - Current Anticipated Repayment Date.  Date will be
                                                                  the same as setup file unless the loan is modified and a
                                                                  new date assigned
Most Recent Financial Indicator       82     AN       T or Y      P75 - T= Trailing 12 months Y = Year to Date, Check
                                                                  Start & End Date Applies to field L66 to L73.  If
                                                                  Multiple properties and all the same then print the
                                                                  value, if missing any or if the values are not the same,
                                                                  then leave empty
Last Setup Change Date                83     AN      YYYYMMDD     S82 - Distribution Date that information changed last in
                                                                  the setup file by loan
Last Loan Contribution Date           84     AN      YYYYMMDD     Date the loan was contributed
Last Property Contribution Date       85     AN      YYYYMMDD     P67 - Date the latest property or properties were
                                                                  contributed.  For Multiple properties print the latest
                                                                  date from the affiliated properties
Number of Properties                  86   Numeric     13.00      S54 - The Number of Properties Underlying the Mortgage
                                                                  Loan
Preceding Year DSCR Indicator         87     AN        Text       Flag used to explain how the DSCR was calculated when
                                                                  there are multiple properties.  See DSCR Indicator
                                                                  Legend.
Second Preceding Year DSCR            88     AN        Text       Flag used to explain how the DSCR was calculated when
Indicator                                                         there are multiple properties.  See DSCR Indicator
                                                                  Legend.
Most Recent  DSCR Indicator           89     AN        Text       Flag used to explain how the DSCR was calculated when
                                                                  there are multiple properties.  See DSCR Indicator
                                                                  Legend.
NOI/NCF Indicator                     90     AN        Text       Indicates how NOI or Net Cash Flow was calculated should
                                                                  be the same for each financial period.  See NOI/NCF
                                                                  Indicator Legend. P84 - If Multiple Properties and all
                                                                  the same then print value, if missing any or if the
                                                                  values are not the same, then leave empty.
Date of Assumption                    91     AN      YYYYMMDD     Date the loan last assumed by a new borrower- empty if
                                                                  never assumed
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                    FIELD             FORMAT
            FIELD NAME              NUMBER  TYPE      EXAMPLE                       DESCRIPTION/COMMENTS
--------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>     <C>     <C>          <C>
Preceding Fiscal Year NCF             92   Numeric    1000.00     P78 - Preceding Fiscal Year Net Cash Flow related to
                                                                  Financial As of Date L58.  If Multiple properties then
                                                                  sum the value, if missing any then populate using the
                                                                  "DSCR Indicator Legend" rule
Preceding Fiscal Year DSCR (NCF)      93   Numeric     2.55       P79 - Preceding Fiscal Yr Debt Service Coverage Ratio
                                                                  using NCF related to Financial As of Date L58.   If
                                                                  Multiple properties populate using the "DSCR Indicator
                                                                  Legend" rule.
Second Preceding Fiscal Year NCF      94   Numeric    1000.00     P80 - Second Preceding Fiscal Year Net Cash Flow related
                                                                  to Financial As of Date L65.   If Multiple properties
                                                                  then sum the value, if missing any then populate using
                                                                  the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year DSCR     95   Numeric     2.55       P81 - Second Preceding Fiscal Year Debt Service Coverage
(NCF)                                                             Ratio using Net Cash Flow related to Financial As of
                                                                  Date L65.   If Multiple properties populate using the
                                                                  "DSCR Indicator Legend" rule.
Most Recent NCF                       96   Numeric    1000.00     P82 - Most Recent Net Cash Flow related to Financial As
                                                                  of Ending Date L73.   If Multiple properties then sum
                                                                  the value, if missing any then populate using the "DSCR
                                                                  Indicator Legend" rule
Most Recent DSCR (NCF)                97   Numeric    1000.00     P83 - Most Recent Debt Service Coverage Ratio using Net
                                                                  Cash Flow related to Financial As of Ending Date L73.
                                                                  If Multiple properties populate using the "DSCR
                                                                  Indicator Legend" rule.
Defeasance Status                     98     AN        Text       See Defeasance Status Legend
ARA Amount                            99   Numeric    1000.00     Appraisal Reduction Amount - Excess of the principal
                                                                  balance over the defined appraisal % or as defined in
                                                                  the trust documents
ARA Date                             100     AN      YYYYMMDD     Date of appraisal used to calculate ARA
Credit Tenant Lease                  101     AN          Y        S87 - Y=Yes,  N=No
</TABLE>



<PAGE>



                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "L"

--------------------------------------------------------------------------------
                          WORKOUT STRATEGY CODE LEGEND
--------------------------------------------------------------------------------

       1                  Modification
       2                  Foreclosure
       3                  Bankruptcy
       4                  Extension
       5                  Note Sale
       6                  DPO
       7                  REO
       8                  Resolved
       9                  Pending Return to Master Servicer
      10                  Deed In Lieu Of Foreclosure
      11                  Full Payoff
      12                  Reps and Warranties
      13                  Other or TBD


--------------------------------------------------------------------------------
                           LIQUIDATION/PREPAYMENT CODE
                                     LEGEND
--------------------------------------------------------------------------------

       1                  Partial Liq'n (Curtailment)
       2                  Payoff Prior To Maturity
       3                  Disposition
       4                  Repurchase/ Substitution
       5                  Full Payoff At Maturity
       6                  DPO
       7                  Liquidation
       8                  Payoff w/ penalty
       9                  Payoff w/ yield Maintenance
      10                  Curtailment w/ Penalty
      11                  Curtailment w/ Yield Maintenance


--------------------------------------------------------------------------------
                                DEFEASANCE STATUS
                                     LEGEND
--------------------------------------------------------------------------------

      P                  Partial Defeasance
      F                  Full Defeasance
      N                  No Defeasance Occurred
      X                  Defeasance not Allowable


--------------------------------------------------------------------------------
                         STATUS OF MORTGAGE LOAN
                                  LEGEND
--------------------------------------------------------------------------------

       A         Payment Not Received But Still In Grace Period
       B         Late Payment But Less Than 30 days Delinquent
       0         Current
       1         30-59 Days Delinquent
       2         60-89 Days Delinquent
       3         90+ Days Delinquent
       4         Assumed Scheduled Payment (Performing Matured Balloon)
       7         Foreclosure
       9         REO


--------------------------------------------------------------------------------
                            MODIFICATION CODE
                                  LEGEND
--------------------------------------------------------------------------------

       1         Maturity Date Extension
       2         Amortization Change
       3         Principal Write-Off
       4         Combination


--------------------------------------------------------------------------------
                              DSCR INDICATOR
                                  LEGEND
--------------------------------------------------------------------------------

       P         Partial - Not all properties received financials,
                 servicer to leave empty
       A         Average - Not all properties received financials,
                 servicer allocates Debt Service only to properties where
                 financials are received.
       F         Full - All Statements Collected for all properties
       W         Worst Case - Not all properties received financials,
                 servicer allocates 100% of Debt Service to all
                 properties where financials are received.
       N         None Collected - no financials were received
       C         Consolidated - All properties reported on one "rolled
                 up" financial from the borrower


--------------------------------------------------------------------------------
                            NOI/NCF INDICATOR
                                  LEGEND
--------------------------------------------------------------------------------

     CMSA        Calculated using CMSA standard
      PSA        Calculated using a definition given in the PSA
      U/W        Calculated using the underwriting method



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          DELINQUENT LOAN STATUS REPORT
                                AS OF __________
                               (LOAN LEVEL REPORT)

<TABLE>
Operating Information Reflected As NOI______ or NCF________

<CAPTION>
    S4          S55       S61     S57   S58   S62 OR S63  L8      L7         L37        L39           L38                    L25
                                                                 (a)         (b)        (c)           (d)     (e)=a+b+c+d
-----------------------------------------------------------------------------------------------------------------------------------
   Loan      Property  Property  City  State   Sq Ft or   Paid   Ending    Total P&I     Other     Total T&I      Total      Current
Prospectus     Name      Type                   Units     Thru  Scheduled   Advances    Expense     Advances     Exposure    Monthly
                                                          Date    Loan     Outstanding  Advance    Outstanding                 P&I
                                                                 Balance               Outstanding
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>      <C>   <C>     <C>        <C>    <C>       <C>          <C>        <C>           <C>          <C>


LOANS IN FORECLOSURE AND NOT REO


90 + DAYS DELINQUENT


60 TO 89 DAYS DELINQUENT


30 TO 59 DAYS DELINQUENT


CURENT AND AT SPECIAL SERVICER



<CAPTION>
   L10       L11    L58 or L73    L54 or    L56 or       L74        L75                       L99         L77          L79
                                 L68/L92    L70/L93                 (f)         (.90*f) - e
                                  or L96    or L97
-----------------------------------------------------------------------------------------------------------------------------------
 Current   Maturity   LTM         LTM       LTM DSCR    Valuation   Appraisal   Loss        Total       Transfer    Date Asset
Interest     Date    NOI/NCF     NOI/NCF    (NOI/NCF)     Date       BPO or     Using 90%   Appraisal     Date     Expected to
  Rate                Date                                          Internal    Appr. or    Reduction              be Resolved
                                                                     Value      BPO (f)     Realized               or Foreclosed
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>         <C>       <C>         <C>         <C>         <C>          <C>          <C>         <C>


LOANS IN FORECLOSURE AND NOT REO


90 + DAYS DELINQUENT


60 TO 89 DAYS DELINQUENT


30 TO 59 DAYS DELINQUENT


CURENT AND AT SPECIAL SERVICER



<CAPTION>
  L76

Workout        Comments
Strategy*
<S>            <C>


LOANS IN FORECLOSURE AND NOT REO


90 + DAYS DELINQUENT


60 TO 89 DAYS DELINQUENT


30 TO 59 DAYS DELINQUENT


CURENT AND AT SPECIAL SERVICER


</TABLE>


FCL = Foreclosure

LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing
12 months, if available.

*Workout Strategy should match the CMSA Loan Periodic Update File using
abbreviated words in place of a code number such as (FCL - In Foreclosure, MOD -
Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP -
Payment Plan, TBD - To be determined etc...). It is possible to combine the
status codes if the loan is going in more than one direction (i.e. FCL/Mod,
BK/Mod, BK/FCL/DPO).

**BPO - Broker opinion



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                       HISTORICAL LOAN MODIFICATION REPORT
                                AS OF __________
                               (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
    S4         S57     S58       L49                        L48           L7*           L7*       L50*            L50*   L25*   L25*
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS    CITY    STATE    MOD/EX-    EXTENSION      EFFECTIVE      BALANCE       BALANCE     OLD     # OF     NEW   OLD    NEW
    ID                        TENSION      PER DOCS       DATE OF      WHEN SENT      AT THE      RATE   MONTHS   RATE   P&I    P&I
                              ON FLAG     OR SERVICER   MODIFICATION   TO SPECIAL    EFFECTIVE             FOR
                                                                        SERVICER      DATE OF             RATE
                                                                                    MODIFICATION         CHANGE
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>     <C>         <C>           <C>            <C>          <C>           <C>    <C>      <C>    <C>    <C>



TOTAL FOR ALL LOANS:

<CAPTION>

  L11*        L11*                   L47
--------------------------------------------------------------------------------
   OLD       NEW       TOTAL #       (1)        FUTURE INTEREST      COMMENT
MATURITY   MATURITY   MTHS FOR    REALIZED        LOSS TO
                      CHANGE OF     LOSS          TRUST $
                        MOD       TO TRUST        (RATE
                                     $            REDUCTION)
--------------------------------------------------------------------------------
<S>        <C>        <C>         <C>           <C>                  <C>



TOTAL FOR ALL LOANS:

</TABLE>

THIS REPORT IS HISTORICAL

Information is as of modification. Each line should not change in the future.
Only new modifications should be added.


----------
* The information in these columns is from a particular point in time and should
not change on this report once assigned. Future modifications done on the same
loan are additions to the report.
(1) Actual principal loss taken by bonds
(2) Expected future loss due to a rate reduction. This is just an estimate
calculated at the time of the modification.



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                          HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF OR NOTE SALE)
                                AS OF __________
                               (LOAN LEVEL REPORT)


<TABLE>
<CAPTION>
    S4           S55        S61       S57    S58                    L75          L29                 L45         L7         L37

                                                   (c) = b/a        (a)                     (b)      (d)        (e)         (f)
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS    PROPERTY    PROPERTY   CITY   STATE     %           LATEST      EFFECTIVE    SALES    NET AMT    ENDING      TOTAL
  LOAN          NAME        TYPE                   RECEIVED      APPRAISAL      DATE       PRICE   RECEIVED   SCHEDULED     P&I
   ID                                                FROM        OR BROKERS      OF                  FROM      BALANCE     ADVANCE
                                                  LIQUIDATION     OPINION    LIQUIDATION             SALE                 OUTSTAND-
                                                                                                                            ING
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>        <C>    <C>    <C>           <C>         <C>           <C>      <C>        <C>         <C>



TOTAL ALL LOANS:

CURRENT MONTH ONLY:





<CAPTION>
 L39+L38                                       L47

  (g)           (h)       (i)=d - (f+g+h)      (k)                 (m)                    (n)=k+m       (o)=n/e

------------------------------------------------------------------------------------------------------------------------
 TOTAL       SERVICING          NET          REALIZED    DATE     MINOR       DATE         TOTAL        LOSS % OF
T&I AND        FEES          PROCEEDS          LOSS      LOSS      ADJ       OF MINOR       WITH        SCHEDULED
 OTHER        EXPENSE                                   PASSED     TO       ADJ PASSED     ADJUST-       BALANCE
EXPENSE                                                  THRU     TRUST       THRU          MENT
ADVANCE
OUTSTAN-
 DING
------------------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>             <C>         <C>      <C>        <C>           <C>          <C>



TOTAL ALL LOANS:

CURRENT MONTH ONLY:

</TABLE>

THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.

----------
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
charged by the Special Servicer .



<PAGE>



                         CMSA INVESTOR REPORTING PACKAGE
                                REO STATUS REPORT
                                AS OF __________
                             (PROPERTY LEVEL REPORT)

<TABLE>
     Operating Information Reflected As NOI______ or NCF________

<CAPTION>
   P4         P7         P13      P9     P10    P16      L8     P21         L37        L39       L38                        L25
                                                OR
                                                P17             (a)         (b)        (c)       (d)       (e)=a+b+c+d
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY   PROPERTY   PROPERTY   CITY   STATE   SQ FT   PAID   ALLOCATED   TOTAL      OTHER     TOTAL        TOTAL        CURRENT
   ID        NAME       TYPE                     OR     THRU    ENDING      P&I      EXPENSE     T&I        EXPOSURE      MONTHLY
                                                UNITS   DATE   SCEDULED   ADVANCES   ADVANCE    ADVANCE                     P&I
                                                                 LOAN     OUTSTAN-   OUTSTAN-   OUTSTAN-
                                                                AMOUNT      DING      DING       DING
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>         <C>        <C>    <C>     <C>    <C>     <C>        <C>        <C>        <C>        <C>           <C>





<CAPTION>
  L11       P53         P58          P24                 P25                      L99        L77      P28        P26
             OR      OR P72/P79
            P74       OR P83

                        (f)                              (g)      (h)=(.90*g)-e
-----------------------------------------------------------------------------------------------------------------------------------
MATURITY     LTM       LTM        VALUA-   APPRAISAL  APPRAISAL    LOSS USING    TOTAL     TRANSFER   REO      DATE ASSET   COMMENTS
 DATE      NOI/NCF    DSCR         TION     BPO OR      BPO OR     90% APPR.   APPRAISAL     DATE     ACQUI-     ASSET
            DATE     (NOI/NCF)     DATE    INTERNAL    INTERNAL    OR  BPO(F)  REDUCTION              SITION   EXPECTED
                                            VALUE       VALUE                   REALIZED              DATE      TO BE
                                            SOURCE                                                             RESOLVED
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>         <C>      <C>        <C>          <C>          <C>         <C>       <C>      <C>          <C>





</TABLE>


REO' s data reflected at the property level for relationships with more than one
(1) property should use the Allocated Ending Scheduled Loan Amount, and prorate
all advances and expenses or other loan level data as appropriate.

(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value.



<PAGE>




                                    EXHIBIT Y

                             INVESTOR CERTIFICATION




                             INVESTOR CERTIFICATION

                                                                        Date:

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland 21703
Tel:  301-815-6600
Fax:  301-815-6125

Attention:  Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
            Pass Through Certificates, Series 2001-IQ

            In accordance with the Pooling and Servicing Agreement, dated as of
September 1, 2001 (the "Agreement"), by and among Morgan Stanley Dean Witter
Capital I Inc. as Depositor, [____________] as Master Servicer, GMAC Commercial
Mortgage Corporation as Special Servicer, and Wells Fargo Bank Minnesota, N.A.
as Trustee, Paying Agent and Certificate Registrar (the "Trustee"), 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 Trustee'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 Trustee'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 Trustee, be otherwise disclosed by the undersigned or by
      its officers, directors, partners, employees, agents or representatives
      (collectively, the "Representatives") in any manner whatsoever, in whole
      or in part.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

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 Trustee and the Trust Fund for any loss, liability or expense incurred
      thereby with respect to any such breach by the undersigned or any of its
      Representatives.

6.    Capitalized  terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.

            IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                       ---------------------------------------
                                       Beneficial Owner or Prospective
                                       Purchaser


                                       By:
                                           -----------------------------------

                                       Title:
                                              --------------------------------

                                       Company:
                                                ------------------------------

                                       Phone:
                                              --------------------------------
<PAGE>


                                   SCHEDULE I

                               AEGON LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                         Cut-off Date      Original
                                                           principal       principal                                      Property
Loan Seller   Tab No          Property Name                 balance         balance    Property city   Property state     zip code
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>                                <C>            <C>             <C>           <C>                <C>
AEGON            2     Rainbow Promenade Shopping Center  $19,302,273    $20,000,000     Las Vegas            NV           89108
AEGON            3     San Dimas Marketplace              $14,476,705    $15,000,000     San Dimas            CA           91773
AEGON           17     Village Park of Palatine           $13,602,215    $14,000,000     Palatine             IL           60067
AEGON           50     Southcreek Park - Building I        $2,999,355     $3,553,090     Lexington            KY           40504
AEGON           51     Southcreek Park - Building II       $2,861,407     $3,389,674     Lexington            KY           40504
AEGON           52     Meyers Building                     $1,441,171     $1,707,237     Lexington            KY           40507
AEGON           104    112 Madison Avenue                  $2,468,131     $2,900,000     New York             NY           10016



<CAPTION>
---------------------------------------------------------
                    Primary        Master
                   Including     Servicing
Loan Seller      Correspondent      Fee
---------------------------------------------------------
<S>              <C>             <C>
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
AEGON                -              0.9
</TABLE>



<PAGE>

                                   SCHEDULE II

                             ALLMERICA LOAN SCHEDULE

MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                         Cut-off Date   Original
                                                                           principal    principal
Loan Seller     Tab No                    Property Name                     balance      balance     Property city
-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>                                            <C>           <C>          <C>
AFLIAC            30       Roslyn Office Park I                             $599,622    $8,995,045   Colonial Heights
AFLIAC            31       Roslyn Office Park II                            $581,723                 Colonial Heights
AFLIAC            32       Dobbs Office Building                          $1,297,690                 Colonial Heights
AFLIAC            33       Dimmock Centre                                 $1,306,640                 Colonial Heights
AFLIAC            34       Southlake Center I                             $2,130,002                 Colonial Heights
AFLIAC            35       Southgate Commons                                $599,622                 Colonial Heights
AFLIAC            36       South Roslyn Com. Center II                      $850,211                 Colonial Heights
AFLIAC            37       South Roslyn Com. Center I                       $796,513                 Colonial Heights
AFLIAC            38       Roslyn Office Park IV                            $787,564                 Colonial Heights
AFLIAC            39       Two Town Center                                $3,582,615    $3,700,000   Clackamas
AFLIAC            40       Three Town Center                              $5,074,910    $5,300,000   Clackamas
AFLIAC            48       The Willows of Wheaton Apartments              $7,726,278    $8,200,000   Wheaton
AFLIAC            55       Peachtree Palisades West Office Building       $6,718,724    $7,400,000   Atlanta
AFLIAC            57       Zinfandel Plaza                                $6,404,612    $6,600,000   Ranch Cordova
AFLIAC            58       Wubben Industrial Park, Bld. A, Lot 1          $1,129,560    $1,236,423   Vancouver
AFLIAC            59       Wubben Industrial Park, Bld. F, Lot 2            $814,259      $891,292   Vancouver
AFLIAC            60       Wubben Industrial Park, Bld. E, Lots 3 & 4     $1,527,751    $1,672,285   Vancouver
AFLIAC            61       Wubben Industrial Park, Bld. A, Lot 1            $937,272      $959,855   Vancouver
AFLIAC            62       Wubben Industrial Park, Bld. F, Lot 2            $675,645      $691,924   Vancouver
AFLIAC            63       Wubben Industrial Park, Bld. E, Lots 3 & 4     $1,267,677    $1,298,221   Vancouver
AFLIAC            74       Drum Hill Technology Center - Building 8       $5,006,396    $5,400,000   Lowell
AFLIAC            77       53 Cardinal Drive                              $4,748,100    $5,000,000   Westfield
AFLIAC            81       Federal Express Building                       $4,433,353    $5,100,000   Romulus
AFLIAC            85       Arizona Place                                  $4,094,203    $4,500,000   Santa Monica
AFLIAC            90       3640 Northgate Boulevard                       $3,615,769    $3,611,260   Sacramento
AFLIAC            91       Phillips Building                              $3,584,808    $3,800,000   Bethesda
AFLIAC            94       Acton Woods Plaza                              $3,104,265    $3,600,000   Acton
AFLIAC            101      DiPaolo Center                                 $2,721,608    $3,215,000   Glenview
AFLIAC            105      1025 16th Avenue South                         $2,446,752    $2,600,000   Nashville
AFLIAC            111      Crystal Lite Manufacturing Building            $1,983,419    $2,100,000   Tualatin
AFLIAC            112      Portwall Distribution Facility                 $1,776,105    $2,000,000   Houston


<CAPTION>
-------------------------------------------------------------------------------
                                                  Primary         Master
                                   Property      Including      Servicing
Loan Seller       Property state   zip code    Correspondent       Fee
-------------------------------------------------------------------------------
<S>               <C>               <C>            <C>             <C>
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   VA         23834          0.500           3.7
AFLIAC                   OR         97015          0.500           3.7
AFLIAC                   OR         97015          0.500           3.7
AFLIAC                   IL         60187          0.500           3.7
AFLIAC                   GA         30309          0.500           3.7
AFLIAC                   CA         95670          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   WA         98662          0.500           3.7
AFLIAC                   MA         01851          0.500           3.7
AFLIAC                   NJ         07090          0.500           3.7
AFLIAC                   MI         48174          0.500           3.7
AFLIAC                   CA         90401          0.500           3.7
AFLIAC                   CA         95834          0.500           3.7
AFLIAC                   MD         20814          0.500           3.7
AFLIAC                   MA         01720          0.500           3.7
AFLIAC                   IL         60025          0.500           3.7
AFLIAC                   TN         37212          0.500           3.7
AFLIAC                   OR         97062          0.500           3.7
AFLIAC                   TX         77029          0.500           3.7
</TABLE>
<PAGE>



                                  SCHEDULE III

                          FIRST ALLMERICA LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      Original                             Property
                                                                  Cut-off Date       principal    Property       Property     zip
Loan Seller   Tab No                Property Name               principal balance     balance       city           state     code
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>                                          <C>             <C>         <C>              <C>         <C>
FAFLIC          16     Union Bank Building                         $14,645,073     $15,750,000  Beverly Hills       CA       90212
FAFLIC          41     Trico Saturn I                               $2,257,683      $2,661,996  Brea                CA       92821
FAFLIC          42     Trico Saturn II                              $2,020,032      $2,381,786  Brea                CA       92821
FAFLIC          43     Trico Lambert Center                         $2,673,572      $3,152,364  Brea                CA       92821
FAFLIC          44     Trico Collins                                  $698,099        $823,117  Orange              CA       92867
FAFLIC          45     Trico Eckhoff                                  $831,778        $980,736  Orange              CA       92867
FAFLIC          53     Shaw's Plaza                                 $7,080,112      $8,300,000  New Britain         CT       06053
FAFLIC          65     Ivystone Apartments - Phase II & III         $6,136,983      $6,600,000  Chesapeake          VA       23320
FAFLIC          70     Providence Office Building                   $5,797,554      $6,000,000  Charlotte           NC       28235
FAFLIC          78     Interwest Corporate Center                   $4,519,668      $5,100,000  Portland            OR       97201
FAFLIC          79     Rockridge Market Hall                        $4,465,230      $5,800,000  Oakland             CA       94618
FAFLIC          80     Weatherstone North Townhouses                $4,470,496      $4,850,000  Southfield          MI       48034
FAFLIC          83     Geary Avenue Warehouse Building              $4,243,643      $4,500,000  Santa Fe Springs    CA       90670
FAFLIC          86     1900 North Beauregard Office Building        $3,949,220      $4,150,000  Alexandria          VA       22311
FAFLIC          89     PBM Graphics Building                        $3,670,895      $4,200,000  Greensboro          NC       27235
FAFLIC          92     435-437 Creamery Way                         $3,515,566      $4,000,000  Exton               PA       19341
FAFLIC          95     The Marietta Apartments                      $3,084,852      $3,250,000  Beverly Hills       CA       90212
FAFLIC          97     The Palm Regency Apartments                  $2,942,476      $3,100,000  Beverly Hills       CA       90212
FAFLIC          98     425 Fortune Boulevard                        $2,899,407      $3,200,000  Milford             MA       01757
FAFLIC          102    Grassmere Business Park                      $2,707,645      $2,850,000  Nashville           TN       37211
FAFLIC          103    Sherwood Business Center                     $2,648,296      $2,800,000  Sherwood            OR       97140
FAFLIC          106    Post Oak Hills Apartments                    $2,390,118      $2,600,000  Houston             TX       77056
FAFLIC          107    1825 South Acacia Avenue                     $2,343,495      $2,465,000  Compton             CA       90220
FAFLIC          108    La Palma Business Park                       $2,253,404      $2,650,000  Anaheim             CA       92807
FAFLIC          109    Weatherstone South Townhouses                $2,166,117      $2,350,000  Southfield          MI       48034
FAFLIC          110    11260 Wiehle Avenue                          $2,089,902      $2,400,000  Reston              VA       20190
FAFLIC          113    223 Lasky Drive, 9904-12                     $1,762,639      $1,860,000  Beverly Hills       CA       90212
                       and 9920-22 Robbins Drive
FAFLIC          114    2263 Fox Hills Drive                         $1,592,061      $1,680,000  Los Angeles         CA       90064



<CAPTION>
-------------------------------------------------------------
                         Primary          Master
                         Including      Servicing
Loan Seller            Correspondent       Fee
-------------------------------------------------------------
<S>                        <C>             <C>
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
FAFLIC                     0.500           3.7
</TABLE>
<PAGE>



                                   SCHEDULE IV

                              LINCOLN LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                              Cut-off Date    Original
                                                                 principal     principal      Property        Property     Property
Loan Seller        Tab No            Property Name                balance       balance         city           state       zip code
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>    <C>                                <C>            <C>            <C>                 <C>         <C>
Lincoln National      1     Town Center Plaza                  $54,478,890    $55,500,000    Leawood             KS          66209
Lincoln National      4     Turtle Creek Mall                  $32,411,035    $35,000,000    Hattiesburg         MS          39402
Lincoln National      5     Marina Village                     $32,035,885    $33,600,000    Alameda             CA          94501
Lincoln National     14     Airport Corporate Center           $15,988,182    $16,500,000    Oakland             CA          94621
Lincoln National     15     Courtland Park Apartments          $14,887,404    $16,800,000    Arlington           VA          22201
Lincoln National     18     Sutter Square                      $13,081,240    $13,500,000    Concord             CA          94520
Lincoln National     19     Gateway Square and 60 Main Street   $7,302,425     $7,899,623    Burlington          VT          05401
Lincoln National     20     The Park Plaza                      $4,899,677     $5,300,377    Burlington          VT          05401
Lincoln National     22     Union Square Shopping Center       $11,106,260    $13,700,000    New Castle          PA          16101
Lincoln National     66     Northpark Business Park             $4,587,098     $4,932,329    Covington           LA          70433
Lincoln National     67     Northpark Service Center            $1,295,818     $1,393,343    Covington           LA          70433
Lincoln National     68     Park Place                            $162,127       $174,329    Covington           LA          70433
Lincoln National     72     Bell Ranch Business Park            $5,507,963     $5,700,000    Santa Fe Springs    CA          90670



<CAPTION>
------------------------------------------------------------------
                         Primary        Master
                        Including     Servicing
Loan Seller           Correspondent      Fee
------------------------------------------------------------------
<S>                       <C>            <C>
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
Lincoln National          12.000         0.8
</TABLE>



<PAGE>



                                   SCHEDULE V

                               MONY LOAN SCHEDULE


MSDWCI 2001-IQ


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                              Cut-off Date   Original                                         Primary       Master
                                                 principal    principal     Property     Property  Property    Including   Servicing
Loan Seller  Tab No       Property Name           balance      balance        city         state   zip code  Correspondent    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>                       <C>          <C>          <C>                <C>      <C>         <C>          <C>
MONY             8   Huntington Quadrangle I   $20,973,534  $22,000,000  Huntington         NY       11747       7.000        1.8
MONY            21   Arthur Andersen Bldg.     $12,190,381  $12,400,000  Phoenix            AZ       85008       7.000        1.8
MONY            24   Commerce Center           $10,887,306  $11,500,000  North Brunswick    NJ       08902       7.000        1.8
MONY            47   Skechers USA               $7,799,894   $7,850,000  Ontario            CA       91761       7.000        1.8
MONY            54   Uintah Gardens S.C.        $6,973,472   $7,100,000  Colorado Springs   CO       80904       7.000        1.8
MONY            71   Haggerty Corporate Ctr     $5,718,928   $5,800,000  Novi               MI       48377       7.000        1.8
MONY            99   Cerritos Industrial        $2,866,981   $2,970,000  Cerritos           CA       90703       7.000        1.8
MONY           100   Fullerton Industrial       $2,751,161   $2,850,000  Fullerton          CA       92831       7.000        1.8
</TABLE>



<PAGE>



                                   SCHEDULE VI

                            NATIONWIDE LOAN SCHEDULE


MSDWCI 2001-IQ


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Cut-off Date     Original
                                                                     principal      principal
Loan Seller   Tab No              Property Name                       balance        balance    Property city       Property state
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>    <C>                                          <C>            <C>            <C>                      <C>
Nationwide      10     Las Colinas Distribution Center              $4,122,810     $4,161,826     Irving                   TX
Nationwide      11     Crossroads I & II                            $4,856,530     $4,902,489     Dallas                   TX
Nationwide      12     North Great Southwest Distribution Center    $7,861,291     $7,935,685     Grand Prairie            TX
Nationwide      23     Sugarloaf Crossings Shopping Center         $11,069,652    $11,500,000     Lawrenceville            GA
Nationwide      25     Perimeter Center                            $10,176,235    $11,000,000     Dublin                   OH
Nationwide      27     Timberlin Village                            $9,457,929    $11,000,000     Jacksonville             FL
Nationwide      28     Horizon Center                               $9,446,806     $9,500,000     Brentwood                TN
Nationwide      29     Douglas Centre                               $8,958,220    $10,500,000     Coral Gables             FL
Nationwide      46     Madison Square Shopping Center               $8,382,806     $8,500,000     Rochester                PA
Nationwide      49     Newmark V, VI, VII                           $7,692,837     $9,559,324     Miamisburg               OH
Nationwide      56     Slater Nichols Industrial Park               $6,454,843     $7,400,000     Huntington Beach         CA
Nationwide      64     Tree Trail Shopping Center                   $6,205,887     $6,600,000     Norcross                 GA
Nationwide      69     Sorrento Square                              $5,951,675     $3,750,000     San Diego                CA
Nationwide      73     Town Center Shopping Center                  $5,070,484     $5,800,000     Jacksonville             FL
Nationwide      75     Biltmore Plaza Shopping Center               $4,983,659     $6,000,000     Phoenix                  AZ
Nationwide      76     51-53 Hook Road                              $4,824,967     $5,150,000     Bayonne                  NJ
Nationwide      82     Newmark Buildings VIII and IX                $4,371,034     $5,258,538     Miamisburg               OH
Nationwide      84     Indian Creek Shopping Center                 $4,204,567     $5,000,000     Overland Park            KS
Nationwide      87     Kaufman Container Warehouse                  $3,933,123     $5,100,000     Valley View              OH
Nationwide      88     Parkway Pointe Shopping Center               $3,703,635     $4,300,000     Cary                     NC
Nationwide      93     Northside Plaza Shopping Center              $3,337,429     $3,950,000     Aiken                    SC
Nationwide      96     Walter Reed Plaza                            $3,035,234     $3,200,000     Gloucester               VA



<CAPTION>
------------------------------------------------------------------
                                  Primary       Master
                 Property zip    Including    Servicing
Loan Seller          code      Correspondent     Fee
------------------------------------------------------------------
<S>                  <C>           <C>           <C>
Nationwide           75038         5.000         2.9
Nationwide           75238         5.000         2.9
Nationwide           75050         5.000         2.9
Nationwide           30044         5.000         2.9
Nationwide           43017         7.140         2.9
Nationwide           32256         7.140         2.9
Nationwide           37027         7.370         2.9
Nationwide           33134         7.140         2.9
Nationwide           15074         8.240         2.9
Nationwide           45342         7.310         2.9
Nationwide           92647         9.230         2.9
Nationwide           30093         6.090         2.9
Nationwide           92121        10.000         2.9
Nationwide           32246        10.000         2.9
Nationwide           85016        10.000         2.9
Nationwide           07002        10.000         2.9
Nationwide           45342        10.000         2.9
Nationwide           66212        10.000         2.9
Nationwide           44125        10.000         2.9
Nationwide           27513        10.000         2.9
Nationwide           29801        10.000         2.9
Nationwide           23061        10.000         2.9
</TABLE>



<PAGE>



                                  SCHEDULE VII

                               TIAA LOAN SCHEDULE


MSDWCI 2001-IQ

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Original
                                                                 Cut-off Date     principal    Property     Property   Property zip
Loan Seller   Tab No                Property Name             principal balance    balance       city         state       code
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>   <C>                                     <C>                <C>           <C>          <C>             <C>
TIAA             6    1410, 1420 & 1430 State H'way Route 206    $15,348,430     $11,600,000   Bedminster       NJ         07059
TIAA             7    Metro Office Center III                     $6,363,196      $5,700,000   West Windsor     NJ         08540
TIAA             9    Covina Town Square                         $19,851,114     $20,000,000   Covina           CA         91722
TIAA            13    Pacifica Court                             $16,387,039     $16,500,000   Irvine           CA         92618
TIAA            26    Vista Balboa Shopping Center                $9,728,371      $9,800,000   San Diego        CA         92111

<CAPTION>

----------------------------------------------------------
                  Primary        Master
                 Including     Servicing
Loan Seller    Correspondent      Fee
----------------------------------------------------------
<S>                <C>            <C>
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
TIAA               8.000          0.5
</TABLE>



<PAGE>



                                  SCHEDULE VIII

                                    Reserved



<PAGE>



                                   SCHEDULE IX

                                    Reserved



<PAGE>



                                   SCHEDULE X

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(a)


1. Mortgage Loan Numbers 2-3.

     Related Mortgagor: Pan Pacific Retail Properties, Inc.

2. Mortgage Loan Numbers 6-7.

     Related Mortgagors: Bedminster 2 Funding, L.L.C., Princeton Metro
     Funding, L.L.C.

3. Mortgage Loan Numbers 39-40.

     Related Mortgagor: Margaret D. Ross Trust, et al.

4. Mortgage Loan Numbers 58-60.

     Related Mortgagor: Part IV Properties, L.L.C.

5. Mortgage Loan Numbers 61-63.

     Related Mortgagor: Part IV Properties, L.L.C.


<PAGE>
                                   SCHEDULE XI

            Rates Used in Determination of Class X Pass-Through Rate

11/18/2001........  7.498813
12/18/2001........  7.487059
01/18/2002........  7.487126
02/18/2002........  7.487195
03/18/2002........  7.487295
04/18/2002........  7.499207
05/18/2002........  7.487399
06/18/2002........  7.499371
07/18/2002........  7.487539
08/18/2002........  7.499537
09/18/2002........  7.499623
10/18/2002........  7.487754
11/18/2002........  7.499793
12/18/2002........  7.487899
01/18/2003........  7.487971
02/18/2003........  7.488045
03/18/2003........  7.488155
04/18/2003........  7.500220
05/18/2003........  7.488265
06/18/2003........  7.500398
07/18/2003........  7.488416
08/18/2003........  7.500578
09/18/2003........  7.500671
10/18/2003........  7.488648
11/18/2003........  7.500856
12/18/2003........  7.488804
01/18/2004........  7.501042
02/18/2004........  7.488962
03/18/2004........  7.489056
04/18/2004........  7.501326
05/18/2004........  7.506283
06/18/2004........  7.518869
07/18/2004........  7.506492
08/18/2004........  7.519113
09/18/2004........  7.519238
10/18/2004........  7.506812
11/18/2004........  7.519488
12/18/2004........  7.507029
01/18/2005........  7.507138
02/18/2005........  7.507250
03/18/2005........  7.507408
04/18/2005........  7.520125
05/18/2005........  7.507585
06/18/2005........  7.507104
07/18/2005........  7.493789
08/18/2005........  7.507298
09/18/2005........  7.504969
10/18/2005........  7.491972
11/18/2005........  7.505192
12/18/2005........  7.491433
01/18/2006........  7.491526
02/18/2006........  7.491623
03/18/2006........  7.491772
04/18/2006........  7.524446
05/18/2006........  7.507120
06/18/2006........  7.513125
07/18/2006........  7.498608
08/18/2006........  7.523381
09/18/2006........  7.519653
10/18/2006........  7.503299
11/18/2006........  7.501634
12/18/2006........  7.462616
01/18/2007........  7.456564
02/18/2007........  7.454085
03/18/2007........  7.454326
04/18/2007........  7.462161
05/18/2007........  7.443998
06/18/2007........  7.462575
07/18/2007........  7.442125
08/18/2007........  7.460261
09/18/2007........  7.460188
10/18/2007........  7.441708
11/18/2007........  7.457186
12/18/2007........  7.435733
01/18/2008........  7.457534
02/18/2008........  7.432937
03/18/2008........  7.432153
04/18/2008........  7.464584
05/18/2008........  7.444651
06/18/2008........  7.465480
07/18/2008........  7.445177
08/18/2008........  7.445044
09/18/2008........  7.470972
10/18/2008........  7.454010