Common use of COUNTY OF SUFFOLK Clause in Contracts

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004, before me, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

COUNTY OF SUFFOLK. On the 17th this 4th day of August in the year 2004September, 1996, before meme personally came Stephex X. Xxxxx, xx xe known , who being by me duly sworn did depose and say that he resides at 395 Noxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx; xxxx he is the Assistant Vice President of THE CHASE MANHATTAN BANK, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument corporation described in and acknowledged to me that he/she which executed the same in his/her capacityforegoing instrument; that he signed his name thereto by order of the Board of Directors of said corporation. _____________________________ Notary Public EXHIBIT A PROMISSORY NOTE $4,000,000.00 Melville, and that by his/her signature on New York September 4, 1996 For value received, ALLIED DEVICES CORPORATION, a corporation organized under the instrument, laws of the individual, or State of Nevada (the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCBorrower"), TO having an office at 2365 Mxxxxxx Xxxxxx, Baldwin, New York 11510 hereby promises to pay to the order of THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE CHASE MANHATTAN BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 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 LoansBank") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner at the office of the interest evidenced by this Certificate in Bank, at 395 Noxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, xxx the Class A-1 Certificates issued account of the Lending Office of the Bank, the principal sum of Four Million and 00/100 Dollars---$4,000,000.00 or, if less, the amount loaned by the Trust created Bank to the Borrower pursuant to the Pooling and Servicing AgreementRevolving Credit Agreement referred to below, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency lawful money 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 in immediately available funds, on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal date(s) 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 provided in the Pooling and Servicing said Revolving Credit Agreement. All Realized Losses, Expense Losses and The Borrower also promises to pay interest shortfalls on the Mortgage Loans allocated to any Class unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of Certificates will be allocated pro rata among said Lending Office, in like money, at the outstanding Certificates rates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all interest as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling Revolving Credit Agreement referred to below, on the date(s) and Servicing in the manner provided in said Revolving Credit Agreement. This Note shall mature on the Revolving Credit Termination Date. The date and amount of each type of Loan made by the Bank to the Borrower under the Revolving Credit Agreement referred to below, withdrawals from the Certificate Account and each payment of principal thereof, shall be recorded by the Bank on its books and, prior to any transfer of this Note (or, at the discretion of the Bank, at any other time), endorsed by the Bank on the schedule attached hereto or any continuation thereof, provided however that failure of the Bank to set forth such Revolving Credit Loans, payments or other information on the attached schedule shall not in any manner affect the liability of the Borrower to repay the Revolving Credit Loans made by the Bank in accordance with this Note. This is the Note referred to in that certain Revolving Credit Agreement (as amended from time to time the "Revolving Credit Agreement") dated as of September 4, 1996 between the Borrower and the Bank and evidences the Loans made by the Bank thereunder. All terms not defined herein shall have the meanings given to them in the Revolving Credit Agreement. The Revolving Credit Agreement provides for purposes other than distributions to Certificateholders, such purposes including reimbursement the acceleration of the maturity of this Note upon the occurrence of certain expenses incurred Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note. This Note shall be governed by, and interpreted and construed in accordance with, the servicing laws of the Mortgage Loans and administration State of New York. ALLIED DEVICES CORPORATION By:_____________________________________ Mark Hxxxxxxxx, Xxxxrman of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE Board STATE OF NEW YORK WITHOUT REGARD TO CONFLICT YORK) SS.: COUNTY OF LAWS PRINCIPLES APPLIED IN NEW YORK.SUFFOLK) On this 4th day of September, 1996, before me personally came Mark Hxxxxxxxx, xx xe known, who being by me duly sworn, did depose and say that he resides at 340 Eaxx 00xx Xxxxxx, Xxx 0x, Xxx Xxxx, Xxx Xxxx 00000; xxxx he is the Chairman of the Board of ALLIED DEVICES CORPORATION, the corporation described in and which executed the foregoing instrument; that by Order of the Board of Directors of said corporation, he signed his name thereto. __________________________ Notary Public Type Type Amount of of Maturity Amount of Balance Date of Loan Loan Interest Date Payment Outstanding Notation by ---- ------- ---- -------- ---- ------- ----------- ----------- EXHIBIT B GUARANTY OF PAYMENT Melville, New York September 4, 1996

COUNTY OF SUFFOLK. On the 17th this 6th day of August in the year 2004April, 2001, before me, the undersigned, me personally appeared Barry S. NectowLxxxx X. Xxxxxx, personally known to me or proved to personally known, who, being by me duly sworn, did say that she is an authorized officer of State Street Bank and Trust Company, and that the foregoing instrument was signed by her on behalf of said Bank by authority of its Board of Directors; and the basis xx xxxxxxxxxxxx evidence said Assistant Vice President acknowledged said instrument to be the individual whose name is subscribed free act and deed of said Bank /s/ Pxxx X. Xxxxxxxx Notary Public My Commission Expires: November 24, 2006 (Notarial Seal) Endorsement State Street Bank and Trust Company, Trustee, being the Mortgagee under the foregoing Tenth Supplemental Indenture, hereby consents to the within instrument cutting of any timber standing upon any of the lands conveyed by the said Tenth Supplemental Indenture and acknowledged to me that he/she executed the same in his/her capacitysale of any such timber so cut as well as any personal property conveyed by said Tenth Supplemental Indenture to the extent, and that by his/her signature on but only to the instrumentextent, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before cutting and sale is permitted under the undersigned provisions of the Mortgage referred to in said Tenth Supplemental Indenture. Dated: Boston, Massachusetts, April 6, 2001. State Street Bank and Trust Company, Trustee By: /s/ Lxxxx X. Xxxxxx Authorized Officer Signed, sealed and delivered by State Street Bank and Trust Company in the Bostonpresence of: /s/ Jxxx X. Xxxxxxx Annex A The form of certificate of net bondable expenditures contained in Section 4.01 of the Original Indenture shall read as follows: (Form of Certificate) Concord Electric Company Certificate of Net Bondable Expenditures for Property Additions filed with State Street Bank and Trust Company, Massachusetts Trustee, under Indenture of Mortgage and Deed of Trust dated as of July 15, 1958, as amended and supplemented (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken"Indenture"). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment 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 SELLERSThe undersigned, THE DEPOSITOR___________________ and ______________, THE UNDERWRITERSbeing President and Treasurer, THE TRUSTEErespectively, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION of Concord Electric Company (the "DTCCompany"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFERa New Hampshire corporation, EXCHANGEbeing duly sworn, OR PAYMENTdepose and state as follows: Upon application for Authentication and Delivery under Article Four of $____________ of First Mortgage Bonds, 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 Series (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)or here substitute appropriate language if certificate is in connection with withdrawal of cash or taking of credit) the undersigned do hereby certify that the summary statements herein contained covering the period from May 31, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant 1958 to the Pooling date hereof are correct and Servicing Agreementcomplete, dated that the property additions for which the gross expenditures hereinafter referred to have been made constitute property additions as specified above defined in Section 4.01A of said Indenture and that said Company is now entitled to have authenticated and delivered said amount of First Mortgage Bonds, Series (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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 or here substitute appropriate language with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations withdrawal of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer cash or the Operating Adviser may treat the Person in whose name this Certificate is registered as taking of the related Record Date as the owner hereof credit) Computation of Net Expenditures for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.Additions

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004September, 1997 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ____________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1997-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 10 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class A1 Certificate Principal Balance: Class A1 $50,000,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.75% Balance of this Certificate: $ Cut-off Date: September 1, 1997 First Distribution Date: CUSIP: 36157NBZ6 October 27, 1997 THIS CERTIFIES THAT is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of September 1, 1997 (the "Pooling and Servicing Agreement")) between the Company and State Street Bank and Trust Company, among Morgan Stanley Capital I Inc. as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein October 1997, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Multi-Class Pass-Through Rate on Certificates, Series 1997-10, issued in fifteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R, Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class PO and Class S, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 No transfer of this any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Definitive Certificate shall be made through to any Person unless the book entry facilities Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of DTC. The Trustee1974, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer as amended ("ERISA") or the Operating Adviser may treat the Person in whose name this Certificate is registered as a plan subject to Section 4975 of the related Record Date Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the owner hereof for assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the purpose exemption provided by Section III(a) of receiving distributions as provided in Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the Pooling "Exemption") applies to such transferee's acquisition and Servicing Agreement and for all other purposes whatsoeverholding of such Certificate, and none or (ii) an opinion of counsel satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser which opinion shall not be affected by notice to the contrary. The obligations and responsibilities an expense of the Trustee and or the Paying Agent created hereby (other than the obligation of the Paying AgentCompany, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders effect that the purchase and the REMIC III Certificateholders, as set forth in Section 10.2 holding of the Pooling and Servicing Agreement and other than the obligations such Certificate will not constitute or result in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R Certificate shall be distributed made to any Person unless the Trustee has received a certificate from such transferee 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 WITHeffect that, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.among other things, such transferee

COUNTY OF SUFFOLK. On the 17th day 7thday of August in the year 2004April, 2006, before meme personally came Xxxxxx X.X. Xxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he resides in Wilmington. Massachusetts; she is a Vice President of U.S. Bank National Association, a banking corporation organized under the laws of The Commonwealth of Massachusetts, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument corporation described in and acknowledged to me that he/she which executed the same in his/her capacityforegoing instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation, and that she signed her name thereto by his/her signature on the instrument, the individual, or the person upon behalf authority. [ILLEGIBLE] Notary Public (Notary Seal) UTILITY SECURITY INSTRUMENT Texas Secretary of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)State Initial Filing No. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] 96-00025681 THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INSTRUMENT GRANTS A SECURITY INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREINUTILITY. 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")INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE EIGHTH SUPPLEMENTAL INDENTURE EL PASO ELECTRIC COMPANY To U.S. BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15Trustee Dated as of July 7, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES 2015 Supplemental to General Mortgage Indenture and Deed of Trust Dated as of February 1,1996 THIS IS A SECURITY AGREEMENT GRANTING A SECURITY INTEREST IN PERSONAL PROPERTY INCLUDING PERSONAL PROPERTY AFFIXED TO REALTY AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF WELL AS A MORTGAGE UPON REAL ESTATE AND OTHER PROPERTY. EIGHTH SUPPLEMENTAL INDENTURE THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered 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 AgreementEIGHTH SUPPLEMENTAL INDENTURE, dated as specified above of July 7, 2015 (the "Pooling and Servicing Agreement"“Supplemental Indenture”), among Morgan Stanley Capital I Inc. between EL PASO ELECTRIC COMPANY, a Texas corporation (hereinafter called the "Depositor"“Company”), whxxx xxrx xxxxxdes any successor entity whose principal office is located at Xxxxxxx Tower, 000 Xxxxx Xxxxxxx, El Paso, Texas, 79901, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency laws of the United States of America States, as at the time of payment is legal tender for the payment of public successor Trustee to State Street Bank and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The “Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders”), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreementwhose corporate trust office is located at Xxx Xxxxxxx Xxxxxx, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. 0xx Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchaseXxxxxx, in whole onlyXxxxxxxxxxxxx, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK02110.

COUNTY OF SUFFOLK. On the 17th this 19th day of August in the year 2004, July 2002 before me, a Notary Public in and for the undersignedforegoing jurisdiction, personally appeared Barry S. NectowXxxxx X. Xxxxx, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be Vice President of AFG Leasing IV Incorporated (the individual whose name is subscribed to the within instrument and "Corporation"), who acknowledged to me that he/she he executed the same foregoing Xxxx of Sale, Assignment, Acceptance and Assumption Agreement in his/her capacity, said capacity and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling Corporation as General Partner, that his execution was duly authorized and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified approved by the CertificateholderCorporation, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided and that it was 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 free act and surrender of such Certificate at the location that will be specified in a notice deed of the pendency Corporation. __________________________________ Notary Public My Commission Expires:______________ THE COMMONWEALTH OF MASSACHUSETTS ) )ss. COUNTY OF SUFFOLK ) On this 19th day of such final distribution. The Pooling July 2002 before me, a Notary Public in and Servicing for the foregoing jurisdiction, personally appeared Xxxxx X. Xxxxx, known to me the Vice President of AFG Leasing VI Incorporated (the "Corporation"), who acknowledged to me that he executed the foregoing Xxxx of Sale, Assignment, Acceptance and Assumption Agreement permits, with certain exceptions therein provided, the amendment thereof in said capacity and the modification on behalf of the rights Corporation as General Partner, that his execution was duly authorized and obligations approved by the Corporation, and that it was the free act and deed of the Certificateholders under Corporation. __________________________________ Notary Public My Commission Expires:______________ THE COMMONWEALTH OF MASSACHUSETTS ) )ss. COUNTY OF SUFFOLK ) On this 19th day of July 2002 before me, a Notary Public in and for the Pooling foregoing jurisdiction, personally appeared Xxxxx X. Xxxxx, known to me the Vice President of AFG Aircraft Management Corporation (the "Corporation"), who acknowledged to me that he executed the foregoing Xxxx of Sale, Assignment, Acceptance and Servicing Assumption Agreement at any time in said capacity and on behalf of the Corporation as General Partner, that his execution was duly authorized and approved by the parties thereto with Corporation, and that it was the consent free act and deed of the Holders Corporation. __________________________________ Notary Public My Commission Expires:______________ EXHIBIT A TRANSFERRED ASSETS ------------------ Described by Category of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling Asset and Servicing Agreement. Any such consent on an Assignor by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.Assignor Basis -------------------------------------------------------------------

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004August, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 10 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $26,200,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.750% Balance of this Certificate: $ Cut-off Date: August 1, 2000 First Distribution Date: CUSIP: 36157N KL 7 September 25, 2000 THIS CERTIFIES THAT ________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of August 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein September 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-10, issued in thirty-six Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13, Class A14, Class A15, Class A16, Class A17, Class A18, Class A19, Class A20, Class A21, Class A22, Class A23, Class A24, Class A25, Class A26, Class R, Class RL, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004November, 1996 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ---------------------------------------------------------------; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1996-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 16 evidencing a beneficial ownership interest in a Trust, consisting trust fund which consists primarily of a pool of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") sold and certain other propertyserviced by GE CAPITAL MORTGAGE SERVICES, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XXNo. xs xxx xxgistered owner of the interest evidenced by this R- Initial Class A1 Certificate in the Principal Balance: Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the A1 $27,430,000.00 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 Interest Initial 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 Principal Rate per annum: 6.875% Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc.Certificate: $ Cut-off Date: November 1, Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.1996

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004July, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at __________________ _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ---------------------------------- Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 9 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Class A1 Principal Balance: $77,939,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.75% Balance of this Certificate: $ Cut-off Date: July 1, 2000 First Distribution Date: August 25, 2000 CUSIP: 36157N JU 9 THIS CERTIFIES THAT ___________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of July 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein August 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-9, issued in fifteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004November, 1997 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ________________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ___________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1997-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 11 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class A1 Certificate Principal Balance: Class A1 $286,281,000 Certificate Interest Initial Certificate Principal Rate per annum: 7.00% Balance of this Certificate: $ Cut-off Date: November 1, 1997 First Distribution Date: CUSIP: 36157NEH3 December 26, 1997 THIS CERTIFIES THAT is xxx xxxxxtered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of November 1, 1997 (the "Pooling and Servicing Agreement")) between the Company and State Street Bank and Trust Company, among Morgan Stanley Capital I Inc. as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein December 1997, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Multi-Class Pass-Through Rate on Certificates, Series 1997-11, issued in fourteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class R, Class M, Class B1, Class B2, Class B3, Class B4, Class B5, Class PO and Class S, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 No transfer of this any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Definitive Certificate shall be made through to any Person unless the book entry facilities Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of DTC. The Trustee1974, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer as amended ("ERISA") or the Operating Adviser may treat the Person in whose name this Certificate is registered as a plan subject to Section 4975 of the related Record Date Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the owner hereof for assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the purpose exemption provided by Section III(a) of receiving distributions as provided in Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the Pooling "Exemption") applies to such transferee's acquisition and Servicing Agreement and for all other purposes whatsoeverholding of such Certificate, and none or (ii) an opinion of counsel satisfactory to the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser which opinion shall not be affected by notice to the contrary. The obligations and responsibilities an expense of the Trustee and or the Paying Agent created hereby (other than the obligation of the Paying AgentCompany, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders effect that the purchase and the REMIC III Certificateholders, as set forth in Section 10.2 holding of the Pooling and Servicing Agreement and other than the obligations such Certificate will not constitute or result in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R Certificate shall be distributed made to any Person unless the Trustee has received a certificate from such transferee 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 WITHeffect that, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.among other things, such transferee

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004June, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ______________________________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ___________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 7 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $51,500,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 8.00% Balance of this Certificate: $ Cut-off Date: June 1, 2000 First Distribution Date: CUSIP: 36157N HY 3 July 25, 2000 THIS CERTIFIES THAT _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of June 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein July 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-7, issued in nineteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class R, Class RL, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004April, 1997 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ______________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ___________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1997-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 4 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class A1 Certificate Principal Balance: Class A1 $21,540,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.50% Balance of this Certificate: $ Cut-off Date: April 1, 1997 First Distribution Date: CUSIP: 36157T5T4 May 27, 1997 THIS CERTIFIES THAT xx xxx xxgistered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of April 1, 1997 (the "Pooling and Servicing Agreement")) between the Company and State Street Bank and Trust Company, among Morgan Stanley Capital I Inc. as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein May 1997, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Multi-Class Pass-Through Rate on Certificates, Series 1997-4, issued in twenty-one Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class R, Class PO, Class M, Class B1, Class B2, Class B3, Class B4, Class B5 and Class S, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R Certificate shall be made to any Person unless the Trustee has received a certificate from such transferee to the effect that, among other things, such transferee (x) is not an employee benefit plan subject to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any such Class R Certificate or (y) is an insurance company investing assets of its general account and the Exemption applies to such transferee's acquisition and holding of any such Class R Certificate. As provided in the Pooling and Servicing Agreement Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004January, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at __________________ _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ---------------------------------- Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 2 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $101,698,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.75% Balance of this Certificate: $101,698,000.00 Cut-off Date: January 1, 2000 First Distribution Date: CUSIP: 36157B AP 5 February 25, 2000 THIS CERTIFIES THAT _______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of January 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein February 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-2, issued in twelve Classes (Class A1, Class A2, Class A3, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004April, 1999 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ______________________________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ---------------------------------- Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1999-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 10 evidencing a beneficial ownership interest in a Trust, consisting trust fund which consists primarily of a pool of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") sold and certain other propertyserviced by GE CAPITAL MORTGAGE SERVICES, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XXNo. xs xxx xxgistered owner of the interest evidenced by this R- Initial Class A1 Certificate in the Principal Balance: Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the A1 $95,000,000 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 Interest Initial 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 Principal Rate per annum: 6.25% Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc.Certificate: $ Cut-off Date: April 1, Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.1999

COUNTY OF SUFFOLK. On the 17th day of August in the year December, 2004, before meme personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he resides in East Walpole, Massachusetts; he is an Office of U.S. Bank National Association, a banking corporation organized under the laws of the Commonwealth of Massachusetts, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument corporation described in and acknowledged to me that he/she which executed the same in his/her capacityforegoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation, and that he signed his name thereto by his/her signature on the instrument, the individual, or the person upon behalf his authority. [ILLEGIBLE] Notary Public (Notary Seal) Exhibit H [Form of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATESeries H Bond] THIS CLASS A-1 CERTIFICATE DOES BOND IS NOT CONSTITUTE AN OBLIGATION TRANSFERABLE EXCEPT TO A SUCCESSOR COLLATERAL AGENT UNDER THE CREDIT AGREEMENT, DATED AS OF OR AN INTEREST IN DECEMBER [ ], 2004, AMONG THE SELLERSCOMPANY, JPMORGAN CHASE BANK, AS TRUSTEE OF THE RIO GRANDE RESOURCES TRUST II, THE DEPOSITORLENDERS SPECIFIED THEREIN (THE “LENDERS”), THE UNDERWRITERSAND JPMORGAN CHASE BANK, THE TRUSTEEAS ISSUING BANK, THE FISCAL AS ADMINISTRATIVE AGENT, AND AS COLLATERAL AGENT (THE PAYING “COLLATERAL AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986CREDIT AGREEMENT, AS AMENDED (FROM TIME TO TIME, THE "CODE"“REVOLVING CREDIT AGREEMENT”). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) EL PASO ELECTRIC COMPANY No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing $100,000,000 COLLATERAL SERIES H FIRST MORTGAGE BONDS El Paso Electric Company, a beneficial ownership interest in a TrustTexas corporation (herein, consisting primarily of a pool of commercial together with its successors and multifamily mortgage loans (assigns, the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered 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"“Company”), among Morgan Stanley Capital I Inc. (hereinafter called for value received promises to pay to ___________________, or registered assigns the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary principal sum of certain of the pertinent provisions of which ONE HUNDRED MILLION DOLLARS or such lesser principal amount as 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 aggregate principal amount of the outstanding Loans and L/C Disbursements (as a percentage obtained by dividing defined in the Certificate Balance of this Certificate specified Revolving Credit Agreement) in whole or installments on such date or dates as the face hereof Company has any obligation to make payments under the Revolving Credit Agreement, but not later than the Maturity Date (as defined in the Revolving Credit Agreement) or December 17,2009, whichever shall occur first, at the same place or places as such payments are required to be made by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc.Company, Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as which at the time of such payment is shall be legal tender for the payment of public and private debts. Interest , and to pay interest on the unpaid principal amount hereof in like coin or currency to the registered owner hereof at said place or places at such rate per annum on each interest payment date (as hereinafter defined) as shall cause the amount of interest payable on such interest payment date on this Certificate will accrue (computed as if each year consisted Series H Bond to equal the amount of 360 days interest, fees, charges and each month consisted of 30 days) during expenses payable on such interest payment date under the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate Revolving Credit Agreement. Such interest shall be payable on the Certificate Balance same dates as interest is payable from time to time pursuant to the Revolving Credit Agreement (each such date hereinafter called an “interest payment date”), until maturity 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 Series H Bond, or if the amount to be distributed on the Certificates Collateral Agent shall demand redemption of this Class Series H Bond, until the redemption date, or, if the Company shall default in the payment of principal due on this Series H Bond, until such principal and interest, shall have been paid in full and the Company’s obligations with respect thereto discharged as provided in the Indenture (as hereinafter defined). The amount of interest and fees and types of charges and expenses payable from time to time under the Revolving Credit Agreement, the basis on which such Distribution Date, with a final distribution to be made upon retirement of this Certificate as amounts are computed and the dates on which such amounts are payable are set forth in the Pooling and Servicing Revolving Credit Agreement. Unless Except as hereinafter provided, this Series H Bond shall bear interest (a) from the certificate interest payment date next preceding the date of authentication hereon this Series H Bond to which interest has been paid, or (b) if the date of this Series H Bond is an interest payment date to which interest has been paid, then from such date, or (c) if no interest has been paid on this Series H Bond, then from the date of initial issue. This Series H Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1,1996, duly executed by the Authenticating AgentCompany to U.S. Bank National Association, by manual signature, this Certificate shall not be entitled to any benefit a banking corporation organized under the Pooling laws of The Commonwealth of Massachusetts, Trustee (“Trustee”), and Servicing Agreement indentures supplemental thereto, heretofore or be valid hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for any purpose. Realized Lossesa description of the property mortgaged and pledged, Expense Losses the nature and interest shortfalls on extent of the Mortgage Loans shall be allocated on security, the applicable Distribution Date terms and conditions upon which the Bonds are, and are to Certificateholders be, issued and secured, and the rights of the owners of the Bonds and the Trustee 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 respect 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 Agreementsecurity. As provided in the Pooling Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and Servicing may otherwise vary as therein provided; and this Bond is the only Bond of a series entitled “Collateral Series H First Mortgage Bonds”, created by a First Supplemental Indenture dated as of February 1,1996, as provided for in the Indenture. The terms of this Series X Xxxx include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture. The Indenture authorizes the issuance of up to $100,000,000 aggregate principal amount of Series H Bonds, but the aggregate principal amount hereof outstanding at any time shall not exceed such lesser amount as is equal to the amount of the Total Commitment under the Revolving Credit Agreement or, if such Total Commitment shall have terminated, the aggregate outstanding principal amount of the Loans and L/C Disbursements under the Revolving Credit Agreement, withdrawals from . This Series H Bond has been issued by the Certificate Account shall be Company to the Collateral Agent (i) to provide for the payment of the Company’s obligations to make payments to any person under the Revolving Credit Agreement and (ii) to provide to such persons the benefits of the security provided for by this Series H Bond. Any payment made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with in respect to the servicing Company’s obligations under the Revolving Credit Agreement shall be deemed a payment in respect of this Series H Bond, but such payment shall not reduce the principal amount of this Series H Bond unless, and then only to the extent, the aggregate amount of the Mortgage Loans and administration Total Commitment is irrevocably reduced concurrently with such payment. In the event that all of the Trust. All distributions Company’s obligations under the Pooling Revolving Credit Agreement have been paid in full and Servicing Agreement discharged, this Series H Bond shall be deemed paid in full and the Collateral Agent shall surrender this Series H Bond to a nominee of The Depository Trust the Trustee for cancellation. This Series X Xxxx shall also be surrendered to the Trustee, or to the Company ("DTC") will be made by or for delivery to the Trustee, for cancellation on behalf the Collateral Release Date, as that term is defined in Section 10.04 of the Paying Revolving Credit Agreement, if the conditions enumerated in such Section 10.04 have been satisfied. In the manner provided in the Indenture, this Series H Bond shall be redeemed at a redemption price of 100% (expressed as a percentage of principal amount) plus accrued interest thereon to the redemption date, in cash, upon receipt by the Trustee of a written demand for redemption of this Series H Bond from the Collateral Agent by wire transfer (the “Collateral Series Redemption Demand”). This Series H Bond shall be redeemed in immediately available funds to an account the amount specified in the request of such Certificateholder. All distributions Collateral Series Redemption Demand, which amount shall be equal to the outstanding principal, interest and other amounts then due and owing under the Pooling Revolving Credit Agreement. The Collateral Series Redemption Demand shall also state (i) that an “Event of Default” has occurred and Servicing Agreement is continuing under the terms of the Revolving Credit Agreement, (ii) that payment of the principal amount outstanding under the Revolving Credit Agreement, all interest thereon and all other amounts payable thereunder are immediately due and payable, and (iii) that the Collateral Agent has demanded payment thereof from the Company. The portion of this Series H Bond subject to Certificateholders will redemption shall be redeemed on the fifth Business Day following receipt by the Trustee of the Collateral Series Redemption Demand. Any payment made by wire transfer in immediately available funds to the account specified Collateral Agent pursuant to a Collateral Series Redemption Demand shall constitute a payment by the CertificateholderCompany in respect of its obligations under the Revolving Credit Agreement. The Collateral Series Redemption Demand shall be rescinded and shall be null and void for all purposes of the Indenture upon receipt by the Trustee, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided no later than the Paying Agent with wiring instructions on or Business Day prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding date fixed for redemption, of a certificate of the above, the final distribution on any Certificate will be made only upon presentation and surrender Collateral Agent (a) stating that there has been a waiver of such Certificate Event of Default, or (b) withdrawing said Collateral Series Redemption Demand. The principal of this Series H Bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the location that will be specified times set forth in a notice the Indenture, upon the happening of the pendency an Event of such final distributionDefault as therein defined. 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 With the consent of the Holders of not less than 51% a majority in aggregate principal amount of the Aggregate Certificate Balance Outstanding Bonds which would be affected by the action to be taken, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provision or changing in any manner or eliminating any provision of the Certificates then outstanding, as specified Indenture or of any Supplemental Indenture or of modifying in any manner the Pooling and Servicing Agreement. Any such consent by rights of the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate Bonds and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of coupons; provided, however, that (i) no such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstancesSupplemental Indenture shall, without the consent of the Holder of each Outstanding Bond affected thereby (a) reduce the principal amount of Bonds whose Holders must consent to an amendment, supplement or waiver, (b) reduce the Principal of or change the fixed maturity of any Bond, or alter the provisions with respect to any sinking, improvement, maintenance, replacement or analogous fund or conversion, redemption or repurchase rights with respect to any Bond, (c) reduce the rate of or change the time for payment of interest on any Bond, (d) waive a Default or Event of Default in the payment of Principal of or interest on the Bonds (except a rescission of acceleration of the Bonds pursuant to the Indenture where the Event of Default has been remedied), (e) make any Bond payable in money other than that stated in such Bond, (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Bonds to receive payments of Principal of or interest on the Bonds, (g) waive a redemption payment with respect to any Bond, (h) limit the right of a Holder of Bonds to institute suit for the enforcement of payment of Principal of or interest on such Bonds in accordance with the terms of said Bonds, (i) permit the creation by the Company of any Prior Lien (but no merger or consolidation permitted under the Indenture of the Certificates. As provided Company with any other Person owning property which is subject to a Prior Lien, shall be deemed the creation of a Prior Lien), or (j) make any change in the Pooling and Servicing Agreement and subject Indenture pertaining to certain limitations therein set forthamendments, supplements or waivers to the transfer of this Certificate is registrable in Indenture or any Supplemental Indenture with the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office consent 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 writingHolders, and thereupon (ii) if there shall be Bonds of more than one series of Bonds outstanding and if such proposed action shall materially adversely affect the rights of Holders of Bonds of one or more new Certificates such series, then the consent (including consents obtained in connection with a tender offer or exchange offer for Bonds) only of the Holders of a majority in aggregate principal amount of the outstanding Bonds of all series so affected, considered as one class, shall be required. Notwithstanding the foregoing proviso, without the consent of the Holders, on and as of the date upon which none of the Investor Series Bonds remain Outstanding (the “Covenant Substitution Date”), the provisions of Article 4 of the First Supplemental Indenture shall cease to be in effect and this Series H Bond shall no longer be entitled to the benefits thereof, but shall instead be entitled to the benefits of the negative covenants set forth in each supplemental indenture creating a new series of Bonds issued to institutional or public investors on or after the Covenant Substitution Date on the same Class basis as the holders of such new series of Bonds for so long as such new series of Bonds remains outstanding. No incorporator, stockholder, director, officer or employee of the Company shall have any liability for any obligations of the Company under this Series H Bond and the Indenture or for any claim based on, in authorized denominations respect of or by reason of, such obligations or their creation. Any and all such rights and claims against every such incorporator, stockholder, director, officer or employee, as such, whether arising at common law or in equity, or created by rule of law, statute, constitution or otherwise, are expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this Series H Bond. This Series H Bond is nontransferable except to effect transfer to any successor to the Collateral Agent under the Revolving Credit Agreement, but is exchangeable by the registered holder hereof, in person or by attorney duly authorized, at the corporate trust office of the Trustee, any such permitted transfer or exchange to be made in the manner and upon the conditions prescribed in the Indenture, upon the surrender and cancellation of this Series H Bond and the payment of any applicable taxes and fees required by law, and upon any such transfer or exchange a new registered bond or bonds or the same series and tenor, will be issued to the designated transferee authorized transferee, or transfereesthe registered holder, as the case may be. 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 This Series H Bond shall not be valid until authenticated by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none manual signature of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice a successor trustee or authenticating agent appointed pursuant to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORKIndenture.

COUNTY OF SUFFOLK. On the 17th this 1 day of August in the year 2004November, 1995, before me, the undersigned, a Notary - -------- Public in and for said State, personally appeared Barry S. NectowXxx Xxxxxxxx and ------------ Xxxxx Xxxxxxx, personally known to me (or proved to me on the basis xx xxxxxxxxxxxx evidence of ------------- satisfactory evidence) to be the individual whose name is subscribed to Vice President AND Inv. Officer OF XXXXXX -------------- ------------ PROPERTIES COMPANY II, INC., a Massachusetts corporation, the corporation that executed the within instrument on behalf of NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP, a Massachusetts limited partnership, the partnership therein named, pursuant to its bylaws or resolution of its board of directors, and acknowledged to me that he/she executed the same in his/her capacityXxxxxx Properties Company II, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual actedInc., executed the instrumentwithin instrument on behalf of New England Life Pension Properties II; A Real Estate Limited Partnership as its free act and deed. [SEAL APPEARS HERE] /s/ XXXXX X. XXXXX --------------------------------- Notary Public in and for the Commonwealth of Massachusetts EXHIBIT A --------- LEGAL DESCRIPTION ----------------- That certain real property located in the City of Concord, County of Contra Costa, State of California, described as follows: Parcel "B" as shown on the Parcel Map filed April 22, 1969, in Book 8 of Parcel Maps at Page 16, Contra Costa County Records (hereinafter, the "Site"). Excepting therefrom the interest to Contra Costa County Flood Control and Water Conservation District, in the Deed recorded May 16, 1969, in Book 5876, Page 838, of Official Records. ALSO EXCEPTING THEREFROM the buildings, structures and improvements now or hereafter erected on the Site, and that such individual made such appearance before any replacements thereof, which are and shall remain real property (collectively, the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCImprovements"), and the furnishings, equipment, machinery and other items of personal property now or hereafter necessary for the property operation and maintenance of the Improvements and situated on, over or beneath the Site. FIRST AMENDMENT TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFERAMENDED AND COMPLETELY ----------------------------------------- RESTATED GROUND LEASE --------------------- This First Amendment to Amended and Completely Restated Ground Lease (this "Amendment") is made and entered into as of the 1st day of January, EXCHANGE1995, OR PAYMENTby and between NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP, 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 NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCjointly, the "Landlord"), ANY TRANSFERwhose address is c/o Copley Real Estate Advisors, PLEDGEInc., OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF000 Xxxxxxxx Xxxxxx, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINEDXxxxxx, RESPECTIVELYXX 00000, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986and WILLOWS CONCORD VENTURE, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans California limited partnership (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered 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 AgreementTenant"), among Morgan Stanley Capital I Inc. whose address is 00000 Xxxxxxx Xxxxxx, Irvine California 92715-1521, who, for and in consideration of the sum of Ten Dollars (hereinafter called $10.00) each to the "Depositor"other paid, whxxx xxrx xxxxxdes any successor entity under and the Pooling and Servicing Agreement)mutual covenants flowing between the parties hereto, the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer receipt and the Special Servicer, a summary of certain of the pertinent provisions sufficiency of which is set forth hereafter. The Trust consists primarily of the Mortgage Loansare hereby acknowledged, such amounts do hereby covenant, warrant and agree as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.follows:

COUNTY OF SUFFOLK. On the 17th 27th day of August in the year 2004February, 1997 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ______________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1997-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 2 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of two pools of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class 1-A1 Certificate Principal Balance: Class 1-A1 $51,348,218.00 Certificate Interest Initial Certificate Principal Rate per annum: 6.50% Balance of this Certificate: $ Cut-off Date: February 1, 1997 First Distribution Date: CUSIP: 36157T2K6 March 25, 1997 THIS CERTIFIES THAT xx xxx registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class 1-A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool two pools ("Pool 1" and "Pool 2") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of February 1, 1997 (the "Pooling and Servicing Agreement")) between the Company and State Street Bank and Trust Company, among Morgan Stanley Capital I Inc. as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein March 1997, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Multi-Class Pass-Through Rate on Certificates, Series 1997-2, issued in forty-two Classes (Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class 1-A11, Class 1-A12, Class 1-A13, Class 1-A14, Class 1-A15, Class 1-A16, Class 1-A17, Class 1-PO, Class 1-M, Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class 1-S, Class R, Class RL, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-PO, Class 2-M, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-S, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration in respect of Pool 1 resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class 1-M, Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class 1-B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent other Classes of the Pool 1 Certificates. In addition, certain losses on the Mortgage Loans in respect of Pool 1 resulting from defaults by wire transfer in immediately available funds to an account specified Mortgagors will be borne by the Holders of the Class 1-A17 Certificates before such losses will be borne by the Holders of the Class 1-A7 Certificates. As provided in the request Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans in respect of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders Pool 2 resulting from defaults by Mortgagors will be borne by the Holders of the Class 2-M, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4 and Class 2-B5 Certificates before such losses will be borne by the Holders of the other Classes of the Pool 2 Certificates. This Certificate does not purport to summarize the Agreement and reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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. No transfer of any Class 1-A17, Class 1-M, Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class 2-M, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4 or Class 2-B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class 1-A17, Class 1-M, Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class 2-M, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4 or Class 2-B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R or Class RL Certificate shall be made to any Person unless the Trustee has received a certificate from such transferee to the effect that, among other things, such transferee (x) is not an employee benefit plan subject to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any such Class R or Class RL Certificate or (y) is an insurance company investing assets of its general account and the Exemption applies to such transferee's acquisition and holding of any such Class R or Class RL Certificate. As provided in the Pooling and Servicing Agreement Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Scheduled Principal Balance of all the termination Certificates at the time of repurchase being less than 10 percent of the Trust in accordance with Scheduled Principal Balance of all the requirements set forth in the Pooling and Servicing Agreement. Upon termination Certificates as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004December, 1998 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment _________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. ., HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXREMIC MULTI-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL CLASS PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1998-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 26 evidencing a beneficial ownership interest in a Trust, consisting trust fund which consists primarily of a pool of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") sold and certain other propertyserviced by GE CAPITAL MORTGAGE SERVICES, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004August, 1999 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ____________________________________________________________________________ that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1999-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 19 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class A Certificate Principal Balance: Class A1 $147,370,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.50% Balance of this Certificate: $ Cut-off Date: August 1, 1999 First Distribution Date: CUSIP:36157R4Q5 September 27, 1999 THIS CERTIFIES THAT is the registexxx xxxxx of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of August 1, 1999 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein September 1999, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 1999-19, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R Certificate shall be made to any Person unless the Trustee has received a certificate from such transferee to the effect that, among other things, such transferee (x) is not an employee benefit plan subject to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any such Class R Certificate or (y) is an insurance company investing assets of its general account and the Exemption applies to such transferee's acquisition and holding of any such Class R Certificate. As provided in the Pooling and Servicing Agreement Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004June, 1999 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 1999-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 14 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No. R- Initial Class A1 Certificate Principal Balance: Class A1 $10,035,000 Certificate Interest Initial Certificate Principal Rate per annum: 6.50% Balance of this Certificate: $ Cut-off Date: June 1, 1999 First Distribution Date: CUSIP:00000XXX0 July 26, 1999 THIS CERTIFIES THAT is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of June 1, 1999 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein July 1999, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 1999-14, issued in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. No transfer of any Class R Certificate shall be made to any Person unless the Trustee has received a certificate from such transferee to the effect that, among other things, such transferee (x) is not an employee benefit plan subject to ERISA or a Plan or a Person that is using the assets of a Plan to acquire any such Class R Certificate or (y) is an insurance company investing assets of its general account and the Exemption applies to such transferee's acquisition and holding of any such Class R Certificate. As provided in the Pooling and Servicing Agreement Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004April, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ____________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 4 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $78,959,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.75% Balance of this Certificate: $ Cut-off Date: April 1, 2000 First Distribution Date: CUSIP: 36157N GB 4 May 25, 2000 THIS CERTIFIES THAT ________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of April 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein May 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-4, issued in thirty-four Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class A10, Class A11, Class A12, Class A13, Class A14, Class A15, Class A16, Class A17, Class A18, Class A19, Class A20, Class A21, Class A22, Class A23, Class A24, Class A25, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004April, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ______________________________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ___________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 5 evidencing a beneficial ownership interest in a Trust, consisting trust fund which consists primarily of a pool of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") sold and certain other propertyserviced by GE CAPITAL MORTGAGE SERVICES, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004May, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 6 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $91,218,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 8.00% Balance of this Certificate: $ Cut-off Date: May 1, 2000 First Distribution Date: CUSIP: 36157N HK 3 June 26, 2000 THIS CERTIFIES THAT __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of May 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein June 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-6, issued in thirteen Classes (Class A1, Class A2, Class A3, Class A4, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004June, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public [Notarial Seal] EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A Certificate Principal Balance: Class A $119,665,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.50% Balance of this Certificate: $ Cut-off Date: June 1, 2000 First Distribution Date: CUSIP: 36157N HT 4 July 25, 2000 THIS CERTIFIES THAT___________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of June 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein July 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-8, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.

COUNTY OF SUFFOLK. On the 17th this 28th day of August in the year 2004, September 2000 before me, the undersigneda Notary Public in and for said State, personally appeared Barry S. NectowDaxxx Xxxxxx, personally known to me (or proved to me on the basis xx xxxxxxxxxxxx evidence of satisfactory evidence) to be the individual person(s) whose name is name(s) is/are subscribed to the within instrument and acknowledged to me that he/she she/they executed the same in his/her capacityher/their authorized capacity(ies), and that by his/her signature her/their signature(s) on the instrument, instrument that the individualperson(s), or the person entity upon behalf of which the individual person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature /s/Maxxxxxxx Xxxxxx (SEAL) ------------------- 131 Exhibit A CUSIP 69348R ZP4 MORTGAGE PASS-THROUGH CERTIFICATE Class A-1 Evidencing a Percentage Interest in a trust fund whose assets consist of interests in another trust fund whose assets consists of, among other things, a pool of conventional one- to four-family mortgage loans formed and that such individual made such appearance before administered by PNC MORTGAGE SECURITIES CORP. This Certificate represents ownership of a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined in Sections 860G and 860D, respectively, of the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF Internal Revenue Code of 1986, AS AMENDEDas amended. The issue date of this Certificate is September 28, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE2000. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, 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 a New York corporation ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Company or its agent for registration of transfer, EXCHANGEexchange, OR PAYMENTor payment, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE 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 Co. or such other name as is requested by an authorized representative of DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINEDCo., RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. 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 has 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 herein. Series 2000-6 Portion of the Class A-1 Certificates. The Certificates are designated Principal Balance as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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 Cut-Off Date Evidenced by this Certificate: $135,000,000.00 Class A-1 Certificate Interest Rate: 7.750% Cut-Off Date: September 1, 2000 First Distribution Date: October 25, 2000 Last Scheduled Distribution Date: October 25, 2030 Class A-1 Principal Balance as of the TrustCut-Off Date: $135,000,000.00 Cede & Co. Registered Owner Exhibit A CUSIP 69348R ZQ2 MORTGAGE PASS-THROUGH CERTIFICATE Class A-2 Evidencing a Percentage Interest in a trust fund whose assets consist of interests in another trust fund whose assets consists of, among other things, a pool of conventional one- to four-family mortgage loans formed and administered by PNC MORTGAGE SECURITIES CORP. This Certificate does not purport to summarize the Pooling represents ownership of a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined in Sections 860G and Servicing Agreement and reference is made to that Agreement for information with respect to the interests860D, rightsrespectively, 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 Internal Revenue Code of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement1986, as amended from time to time, the Certificateholder by virtue amended. The issue date of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date")September 28, 2000. All sums distributable on Unless 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 presented by 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 authorized representative of The Depository Trust Company Company, a New York corporation ("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 CertificateholderCompany or 133 its agent for registration of transfer, at a bank exchange, or other entity having appropriate facilities thereforpayment, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), transfers 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. Series 2000-6 Portion of the Class A-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate: $13,197,000.00 Class A-2 Certificate Interest Rate: 7.750% Cut-Off Date: September 1, 2000 First Distribution Date: October 25, 2000 Last Scheduled Distribution Date: October 25, 2030 Class A-2 Principal Balance as of the Cut-Off Date: $13,197,000.00 Cede & Co. Registered Owner Exhibit A CUSIP 69348R ZR0 MORTGAGE PASS-THROUGH CERTIFICATE Class A-3 Evidencing a Percentage Interest in a trust fund whose assets consist of interests in this another trust fund whose assets consists of, among other things, a pool of conventional one- to four-family mortgage loans formed and administered by PNC MORTGAGE SECURITIES CORP. This Certificate shall be made through represents ownership of a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined in Sections 860G and 860D, respectively, of the book entry facilities Internal Revenue Code of DTC1986, as amended. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name issue date of this Certificate is September 28, 2000. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment 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. Series 2000-6 Portion of the Class A-3 Principal Balance as of the related Record Cut-Off Date Evidenced by this Certificate: $24,000,000.00 Class A-3 Certificate Interest Rate: 7.300% Cut-Off Date: September 1, 2000 First Distribution Date: October 25, 2000 Last Scheduled Distribution Date: October 25, 2030 Class A-3 Principal Balance as of the Cut-Off Date: $24,000,000.00 Cede & Co. Registered Owner Exhibit A CUSIP 69348R ZS 8 MORTGAGE PASS-THROUGH CERTIFICATE Class A-4 Evidencing a Percentage Interest in a trust fund whose assets consist of interests in another trust fund whose assets consists of, among other things, a pool of conventional one- to four-family mortgage loans formed and administered by PNC MORTGAGE SECURITIES CORP. This Certificate represents ownership of a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is September 28, 2000. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other 135 name as is requested by an authorized representative of DTC (and any payment 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 hereof, Cede & Co., has an interest herein. Series 2000-6 Portion of the Class A-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate: $20,362,661.00 Class A-4 Certificate Interest Rate: 7.750% Cut-Off Date: September 1, 2000 First Distribution Date: October 25, 2000 Last Scheduled Distribution Date: October 25, 2030 Class A-4 Principal Balance as of the Cut-Off Date: $20,362,661.00 Cede & Co. Registered Owner Exhibit A CUSIP 69348R ZT6 MORTGAGE PASS-THROUGH CERTIFICATE Class A-5 Evidencing a Percentage Interest in a trust fund whose assets consist of interests in another trust fund whose assets consists of, among other things, a pool of conventional one- to four-family mortgage loans formed and administered by PNC MORTGAGE SECURITIES CORP. This Certificate represents ownership of a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is September 28, 2000. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for the purpose registration of receiving distributions as provided transfer, exchange, or payment, and any Certificate issued is registered in the Pooling name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and Servicing Agreement and for all any payment is made to Cede & Co. or to such other purposes whatsoeverentity as is requested by an authorized representative of DTC), and none 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. Series 2000-6 Portion of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities Class A-5 Notional Amount as of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments Cut-Off Date Evidenced by this Certificate: $1,230,000.00 Class A-5 Certificate Interest Rate: 8.000% applied to the Class RA-5 Notional Amount Cut-I CertificateholdersOff Date: September 1, 2000 First Distribution Date: October 25, 2000 Last Scheduled Distribution Date: October 25, 2030 Class R-II Certificateholders and the REMIC III Certificateholders, A-5 Principal Balance 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 Cut-Off Date: $0.00 Class A-5 Notional Amount as of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.Cut-Off Date: $1,230,000.00 Cede & Co. Registered Owner Exhibit A CUSIP 69348R ZU3 MORTGAGE PASS-THROUGH CERTIFICATE

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004, before me, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx of xxxxxxxxxxxx evidence xvidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx anx Xxxxxx xx xxxxxidual xxxxxxxual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASXPASS-XXXXUXX XXXXIFICATESXXXXXXH XXXXXXICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION ASXXXXXTION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXXTRUSTXX: LASALLE XASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XXCX. xs xxx xxgistered xx txx xxxxstered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes whicx xxxx xxxxxxxs any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through CertixxxxxxsCertifixxxxx, Xxxxxs Xxxxxx 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx Courx xx Xx. Xxxxx, living xiving on the date hereof. The parties designated in the Poolixx xxd Pooling xxx Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

COUNTY OF SUFFOLK. On the 17th 8th day of August March, in the year 20042012, before me, the undersigned, personally appeared Barry S. NectowDxxxx Xxxxxx, the Vice President of U.S. Bank National Association, personally known to me or proved to me on the basis xx xxxxxxxxxxxx of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she he executed the same in his/her his capacity, and that by his/her his signature on the instrument, the individual, individual or the person upon behalf of which the individual acted, executed the instrument. Rxxxxx Xxxxx /s/ Rxxxxx Xxxxx Notary Public Notary Public Commonwealth of Massachusetts My Commission Expires: 6/22/18 Commission Expires June 22, 2018 [Acknowledgment page to Mortgage Modification Agreement] SCHEDULE A [Legal Description] Exhibit A LEGAL DESCRIPTION ALL that certain plot, piece or parcel of land, situate, lying and that such individual made such appearance before the undersigned being in the BostonBorough and County of QUEENS, Massachusetts City and State of NEW YORK, bounded and described as follows: BEGINNING at the corner formed by the intersection of the easterly side of JUNCTION BOULEVARD (insert the city or other political subdivision 80 feet wide) and the state or county or other place southerly side of 62ND DRIVE, formerly URGUHART STREET, as said Boulevard and Drive are shown on the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment 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 SELLERSTopographical Map of the City of New York for the Borough of Queens; running thence easterly along the southerly side of 62ND DRIVE, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION 456.35 feet to the corner formed by the intersection of the said 62ND DRIVE and the westerly side of 90XX XXXXXX ("DTC"60 feet wide), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (as said 90XX XXXXXX was shown on the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner Topographical Map of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary City of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender New York for the payment Borough 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 DateQueens, 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 Adoption on December 20, 1951, of Alteration Map No. 3530; thence southerly along the westerly side of said 97TH STREET, 529.99 to the northwesterly side of 63RD ROAD (80 feet wide) as said 60XX XXXX is shows on the Topographical Map of the City of New York for the Borough of Queens; thence southwesterly along the northwesterly side of 63RD ROAD, 406.22 feet to the corner formed by check mailed to such Certificateholder. Notwithstanding the above, intersection of the said northwesterly side of 63RD ROAD and the northeasterly side of QUEENS BOULEVARD (200 feet wide) as shown on the final distribution on any Certificate will be made only upon presentation Topographical Map of the City of New York; thence northwesterly along the northeasterly side of QXXXXX XXXXXXXXX, 00 feet to the corner formed by the intersection of the said northeasterly side of QUEENS BOULEVARD and surrender the easterly side of such Certificate said JUNCTION BOULEVARD; thence northerly along the easterly side of JUNCTION BOULEVARD, 549.82 feet to the corner at the location that will be specified in a notice point or place of the pendency BEGINNING. FOR INFORMATION ONLY: BLOCK: 2084 LOT: 101 SCHEDULE B [Schedule of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.Mortgages]

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004January, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at ___________________________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment ____________________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1SERIES 2000-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $222,666,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.50% Balance of this Certificate: $222,666,000.00 Cut-off Date: January 1, 2000 First Distribution Date: CUSIP: 36157B AA 8 February 25, 2000 THIS CERTIFIES THAT _____________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of January 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein February 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-1, issued in eighteen Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A9, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balance at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balance as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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.

COUNTY OF SUFFOLK. On the 17th this 1 day of August in the year 2004November, 1995, before me, the undersigned, a Notary Public in and for said State, personally appeared Barry S. NectowXxx Xxxxxxxx and Xxxxx Xxxxxxx, personally known to me (or proved to me on the basis xx xxxxxxxxxxxx evidence of satisfactory evidence) to be the individual whose name is subscribed to Vice President AND Investment Officer OF XXXXXX PROPERTIES COMPANY II, INC., a Massachusetts corporation, the corporation that executed the within instrument on behalf of NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP, a Massachusetts limited partnership, the partnership therein named, pursuant to its bylaws or resolution of its board of directors, and acknowledged to me that he/she executed the same in his/her capacityXxxxxx Properties Company II, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual actedInc., executed the instrumentwithin instrument on behalf of New England Life Pension Properties II; A Real Estate Limited Partnership as its free act and deed. [SEAL APPEARS HERE] /s/ Xxxxx X. Xxxxx ------------------------------- Notary Public in and for the Commonwealth of Massachusetts EXHIBIT A --------- LEGAL DESCRIPTION ----------------- That certain real property located in the City of Concord, County of Contra Costa, State of California, described as follows: Parcel "B" as shown on the Parcel Map filed April 22, 1969, in Book 8 of Parcel Maps at Page 16, Contra Costa County Records (hereinafter, the "Site"). Excepting therefrom the interest to Contra Costa County Flood Control and Water Conservation District, in the Deed recorded May 16, 1969, in Book 5876, Page 838, of Official Records. ALSO EXCEPTING THEREFROM the buildings, structures and improvements now or hereafter erected on the Site, and that such individual made such appearance before any replacements thereof, which are and shall remain real property (collectively, the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken). /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 [FORM OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCImprovements"), and the furnishings, equipment, machinery and other items of personal property now or hereafter necessary for the property operation and maintenance of the Improvements and situated on, over or beneath the Site. FIRST AMENDMENT TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFERAMENDED AND COMPLETELY ----------------------------------------- RESTATED GROUND LEASE --------------------- This First Amendment to Amended and Completely Restated Ground Lease (this "Amendment") is made and entered into as of the 1st day of January, EXCHANGE1995, OR PAYMENTby and between NEW ENGLAND LIFE PENSION PROPERTIES; A REAL ESTATE LIMITED PARTNERSHIP, 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 NEW ENGLAND LIFE PENSION PROPERTIES II; A REAL ESTATE LIMITED PARTNERSHIP (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCjointly, the "Landlord"), ANY TRANSFERwhose address is c/o Copley Real Estate Advisors, PLEDGEInc., OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF000 Xxxxxxxx Xxxxxx, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINEDXxxxxx, RESPECTIVELYXX 00000, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986and WILLOWS CONCORD VENTURE, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans California limited partnership (the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered 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 AgreementTenant"), among Morgan Stanley Capital I Inc. whose address is 00000 Xxxxxxx Xxxxxx, Irvine California 92715-1521, who, for and in consideration of the sum of Ten Dollars (hereinafter called $10.00) each to the "Depositor"other paid, whxxx xxrx xxxxxdes any successor entity under and the Pooling and Servicing Agreement)mutual covenants flowing between the parties hereto, the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer receipt and the Special Servicer, a summary of certain of the pertinent provisions sufficiency of which is set forth hereafter. The Trust consists primarily of the Mortgage Loansare hereby acknowledged, such amounts do hereby covenant, warrant and agree as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") will be made by or on behalf of the Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.follows:

COUNTY OF SUFFOLK. On the 17th 16th day of August in the year December, 2004, before meme personally came Xxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he resides in East Walpole, Massachusetts; he is an Officer of U.S. Bank National Association, a banking corporation organized under the laws of The Commonwealth of Massachusetts, the undersigned, personally appeared Barry S. Nectow, personally known to me or proved to me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument corporation described in and acknowledged to me that he/she which executed the same in his/her capacityforegoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation, and that he signed his name thereto by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)his authority. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment EXHIBIT A-1 Notary Public (Notary Seal) Exhibit H [FORM OF CLASS A-1 CERTIFICATEForm of Series H Bond] THIS CLASS A-1 CERTIFICATE DOES BOND IS NOT CONSTITUTE AN OBLIGATION TRANSFERABLE EXCEPT TO A SUCCESSOR COLLATERAL AGENT UNDER THE CREDIT AGREEMENT, DATED AS OF OR AN INTEREST IN DECEMBER [ ], 2004, AMONG THE SELLERSCOMPANY, JPMORGAN CHASE BANK, AS TRUSTEE OF THE RIO GRANDE RESOURCES TRUST II, THE DEPOSITORLENDERS SPECIFIED THEREIN (THE “LENDERS”), THE UNDERWRITERSAND JPMORGAN CHASE BANK, THE TRUSTEEAS ISSUING BANK, THE FISCAL AS ADMINISTRATIVE AGENT, AND AS COLLATERAL AGENT (THE PAYING “COLLATERAL AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986CREDIT AGREEMENT, AS AMENDED (FROM TIME TO TIME, THE "CODE"“REVOLVING CREDIT AGREEMENT”). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANK, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUT-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) EL PASO ELECTRIC COMPANY No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE evidencing $100,000,000 COLLATERAL SERIES H FIRST MORTGAGE BONDS El Paso Electric Company, a beneficial ownership interest in a TrustTexas corporation (herein, consisting primarily of a pool of commercial together with its successors and multifamily mortgage loans (assigns, the "Mortgage Loans") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered 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"“Company”), among Morgan Stanley Capital I Inc. (hereinafter called for value received promises to pay to , or registered assigns the "Depositor", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary principal sum of certain of the pertinent provisions of which ONE HUNDRED MILLION DOLLARS or such lesser principal amount as 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 aggregate principal amount of the outstanding Loans and L/C Disbursements (as a percentage obtained by dividing defined in the Certificate Balance of this Certificate specified Revolving Credit Agreement) in whole or installments on such date or dates as the face hereof Company has any obligation to make payments under the Revolving Credit Agreement, but not later than the Maturity Date (as defined in the Revolving Credit Agreement) or December , 2009, whichever shall occur first, at the same place or places as such payments are required to be made by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc.Company, Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as which at the time of such payment is shall be legal tender for the payment of public and private debts. Interest , and to pay interest on the unpaid principal amount hereof in like coin or currency to the registered owner hereof at said place or places at such rate per annum on each interest payment date (as hereinafter defined) as shall cause the amount of interest payable on such interest payment date on this Certificate will accrue (computed as if each year consisted Series H Bond to equal the amount of 360 days interest, fees, charges and each month consisted of 30 days) during expenses payable on such interest payment date under the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate Revolving Credit Agreement. Such interest shall be payable on the Certificate Balance same dates as interest is payable from time to time pursuant to the Revolving Credit Agreement (each such date hereinafter called an “interest payment date”), until maturity 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 Series H Bond, or if the amount to be distributed on the Certificates Collateral Agent shall demand redemption of this Class Series H Bond, until the redemption date, or, if the Company shall default in the payment of principal due on this Series H Bond, until such principal and interest, shall have been paid in full and the Company’s obligations with respect thereto discharged as provided in the Indenture (as hereinafter defined). The amount of interest and fees and types of charges and expenses payable from time to time under the Revolving Credit Agreement, the basis on which such Distribution Date, with a final distribution to be made upon retirement of this Certificate as amounts are computed and the dates on which such amounts are payable are set forth in the Pooling and Servicing Revolving Credit Agreement. Unless Except as hereinafter provided, this Series H Bond shall bear interest (a) from the certificate interest payment date next preceding the date of authentication hereon this Series H Bond to which interest has been paid, or (b) if the date of this Series H Bond is an interest payment date to which interest has been paid, then from such date, or (c) if no interest has been paid on this Series H Bond, then from the date of initial issue. This Series H Bond is one of the bonds of the Company known as its First Mortgage Bonds (the “Bonds”), issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust, dated as of February 1, 1996, duly executed by the Authenticating AgentCompany to U.S. Bank National Association, by manual signature, this Certificate shall not be entitled to any benefit a banking corporation organized under the Pooling laws of The Commonwealth of Massachusetts, Trustee (“Trustee”), and Servicing Agreement indentures supplemental thereto, heretofore or be valid hereafter executed, to which General Mortgage Indenture and Deed of Trust and all indentures supplemental thereto (collectively referred to as the “Indenture”) reference is hereby made for any purpose. Realized Lossesa description of the property mortgaged and pledged, Expense Losses the nature and interest shortfalls on extent of the Mortgage Loans shall be allocated on security, the applicable Distribution Date terms and conditions upon which the Bonds are, and are to Certificateholders be, issued and secured, and the rights of the owners of the Bonds and the Trustee 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 respect 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 Agreementsecurity. As provided in the Pooling Indenture, the Bonds may be in various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and Servicing may otherwise vary as therein provided; and this Bond is the only Bond of a series entitled “Collateral Series H First Mortgage Bonds”, created by a First Supplemental Indenture dated as of February 1, 1996, as provided for in the Indenture. The terms of this Series H Bond include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§77aaa-77bbbb) (the “Act”), as in effect on the date of the Indenture. The Indenture authorizes the issuance of up to $100,000,000 aggregate principal amount of Series H Bonds, but the aggregate principal amount hereof outstanding at any time shall not exceed such lesser amount as is equal to the amount of the Total Commitment under the Revolving Credit Agreement or, if such Total Commitment shall have terminated, the aggregate outstanding principal amount of the Loans and L/C Disbursements under the Revolving Credit Agreement, withdrawals from . This Series H Bond has been issued by the Certificate Account shall be Company to the Collateral Agent (i) to provide for the payment of the Company’s obligations to make payments to any person under the Revolving Credit Agreement and (ii) to provide to such persons the benefits of the security provided for by this Series H Bond. Any payment made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with in respect to the servicing Company’s obligations under the Revolving Credit Agreement shall be deemed a payment in respect of this Series H Bond, but such payment shall not reduce the principal amount of this Series H Bond unless, and then only to the extent, the aggregate amount of the Mortgage Loans and administration Total Commitment is irrevocably reduced concurrently with such payment. In the event that all of the Trust. All distributions Company’s obligations under the Pooling Revolving Credit Agreement have been paid in full and Servicing Agreement discharged, this Series H Bond shall be deemed paid in full and the Collateral Agent shall surrender this Series H Bond to a nominee of The Depository Trust the Trustee for cancellation. This Series H Bond shall also be surrendered to the Trustee, or to the Company ("DTC") will be made by or for delivery to the Trustee, for cancellation on behalf the Collateral Release Date, as that term is defined in Section 10.04 of the Paying Revolving Credit Agreement, if the conditions enumerated in such Section 10.04 have been satisfied. In the manner provided in the Indenture, this Series H Bond shall be redeemed at a redemption price of 100% (expressed as a percentage of principal amount) plus accrued interest thereon to the redemption date, in cash, upon receipt by the Trustee of a written demand for redemption of this Series H Bond from the Collateral Agent by wire transfer (the “Collateral Series Redemption Demand”). This Series H Bond shall be redeemed in immediately available funds to an account the amount specified in the request of such Certificateholder. All distributions Collateral Series Redemption Demand, which amount shall be equal to the outstanding principal, interest and other amounts then due and owing under the Pooling Revolving Credit Agreement. The Collateral Series Redemption Demand shall also state (i) that an “Event of Default” has occurred and Servicing Agreement is continuing under the terms of the Revolving Credit Agreement, (ii) that payment of the principal amount outstanding under the Revolving Credit Agreement, all interest thereon and all other amounts payable thereunder are immediately due and payable, and (iii) that the Collateral Agent has demanded payment thereof from the Company. The portion of this Series H Bond subject to Certificateholders will redemption shall be redeemed on the fifth Business Day following receipt by the Trustee of the Collateral Series Redemption Demand. Any payment made by wire transfer in immediately available funds to the account specified Collateral Agent pursuant to a Collateral Series Redemption Demand shall constitute a payment by the CertificateholderCompany in respect of its obligations under the Revolving Credit Agreement. The Collateral Series Redemption Demand shall be rescinded and shall be null and void for all purposes of the Indenture upon receipt by the Trustee, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided no later than the Paying Agent with wiring instructions on or Business Day prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding date fixed for redemption, of a certificate of the above, the final distribution on any Certificate will be made only upon presentation and surrender Collateral Agent (a) stating that there has been a waiver of such Certificate Event of Default, or (b) withdrawing said Collateral Series Redemption Demand. The principal of this Series H Bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the location that will be specified times set forth in a notice the Indenture, upon the happening of the pendency an Event of such final distributionDefault as therein defined. 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 With the consent of the Holders of not less than 51% a majority in aggregate principal amount of the Aggregate Certificate Balance Outstanding Bonds which would be affected by the action to be taken, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provision or changing in any manner or eliminating any provision of the Certificates then outstanding, as specified Indenture or of any Supplemental Indenture or of modifying in any manner the Pooling and Servicing Agreement. Any such consent by rights of the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate Bonds and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of coupons; provided, however, that (i) no such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstancesSupplemental Indenture shall, without the consent of the Holder of each Outstanding Bond affected thereby (a) reduce the principal amount of Bonds whose Holders must consent to an amendment, supplement or waiver, (b) reduce the Principal of or change the fixed maturity of any Bond, or alter the provisions with respect to any sinking, improvement, maintenance, replacement or analogous fund or conversion, redemption or repurchase rights with respect to any Bond, (c) reduce the rate of or change the time for payment of interest on any Bond, (d) waive a Default or Event of Default in the payment of Principal of or interest on the Bonds (except a rescission of acceleration of the Bonds pursuant to the Indenture where the Event of Default has been remedied), (e) make any Bond payable in money other than that stated in such Bond, (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Bonds to receive payments of Principal of or interest on the Bonds, (g) waive a redemption payment with respect to any Bond, (h) limit the right of a Holder of Bonds to institute suit for the enforcement of payment of Principal of or interest on such Bonds in accordance with the terms of said Bonds, (i) permit the creation by the Company of any Prior Lien (but no merger or consolidation permitted under the Indenture of the Certificates. As provided Company with any other Person owning property which is subject to a Prior Lien, shall be deemed the creation of a Prior Lien), or (j) make any change in the Pooling and Servicing Agreement and subject Indenture pertaining to certain limitations therein set forthamendments, supplements or waivers to the transfer of this Certificate is registrable in Indenture or any Supplemental Indenture with the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office consent 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 writingHolders, and thereupon (ii) if there shall be Bonds of more than one series of Bonds outstanding and if such proposed action shall materially adversely affect the rights of Holders of Bonds of one or more new Certificates such series, then the consent (including consents obtained in connection with a tender offer or exchange offer for Bonds) only of the Holders of a majority in aggregate principal amount of the outstanding Bonds of all series so affected, considered as one class, shall be required. Notwithstanding the foregoing proviso, without the consent of the Holders, on and as of the date upon which none of the Investor Series Bonds remain Outstanding (the “Covenant Substitution Date”), the provisions of Article 4 of the First Supplemental Indenture shall cease to be in effect and this Series H Bond shall no longer be entitled to the benefits thereof, but shall instead be entitled to the benefits of the negative covenants set forth in each supplemental indenture creating a new series of Bonds issued to institutional or public investors on or after the Covenant Substitution Date on the same Class basis as the holders of such new series of Bonds for so long as such new series of Bonds remains outstanding. No incorporator, stockholder, director, officer or employee of the Company shall have any liability for any obligations of the Company under this Series H Bond and the Indenture or for any claim based on, in authorized denominations respect of, or by reason of, such obligations or their creation. Any and all such rights and claims against every such incorporator, stockholder, director, officer or employee, as such, whether arising at common law or in equity, or created by rule of law, statute, constitution or otherwise, are expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this Series H Bond. This Series H Bond is nontransferable except to effect transfer to any successor to the Collateral Agent under the Revolving Credit Agreement, but is exchangeable by the registered holder hereof, in person or by attorney duly authorized, at the corporate trust office of the Trustee, any such permitted transfer or exchange to be made in the manner and upon the conditions prescribed in the Indenture, upon the surrender and cancellation of this Series H Bond and the payment of any applicable taxes and fees required by law, and upon any such transfer or exchange a new registered bond or bonds or the same series and tenor, will be issued to the designated transferee authorized transferee, or transfereesthe registered holder, as the case may be. 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 This Series H Bond shall not be valid until authenticated by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none manual signature of the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser shall be affected by notice a successor trustee or authenticating agent appointed pursuant to the contrary. The obligations and responsibilities of the Trustee and the Paying Agent created hereby (other than the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, the Mortgage Loans and any other property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORKIndenture.

COUNTY OF SUFFOLK. On the 17th day of August in the year 2004October, 2000 before me, a notary public in and for the undersignedCommonwealth of Massachusetts, personally appeared Barry S. Nectow____________________, personally known to me or proved to who, being by me on the basis xx xxxxxxxxxxxx evidence to be the individual whose name is subscribed to the within instrument duly sworn, did depose and acknowledged to me say that he/she resides at _____________________________________________________________; that he/she is a(n) __________________________________ of State Street Bank and Trust Company, one of the parties that executed the same in foregoing instrument; that he/she knows the seal of said Bank; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Bank; and that he/she signed his/her capacity, and that name thereto by his/her signature on order of the instrument, the individual, or the person upon behalf Board of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Boston, Massachusetts (insert the city or other political subdivision and the state or county or other place the acknowledgment was taken)Directors of said Bank. /s/ Jennifer A. Milavec Signature xxx Xxxxxx xx xxxxxidual taking acknowledgment __________________________________ Notary Public EXHIBIT A-1 [FORM A FORMS OF CLASS A-1 CERTIFICATE] THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST CERTIFICATES PRINCIPAL IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, 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. THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO. IF THE TRANSFEREE RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN EMPLOYEE BENEFIT PLAN SUBJECT TO INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, AS AMENDEDRESPECTIVELY, OR SECTION 4975 IN SECTIONS 860G(a)(1) AND 860D 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 ISSUER 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 REMIC MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASX-XXXXUXX XXXXIFICATES, SERIES 2004-IQ8 INITIAL PASS-THROUGH RATE: 2.25% MASTER SERVICER: WELLS FARGO BANKCERTIFICATE, NATIONAL XXXXXIATION DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN AGREEMENT: AS OF AUGUST 1, 2004 SERVICES, INC. CUTSERIES 2000-OFF DATE: AUGUST 1, 2004 PAYING AGENT: WELLS FARGO BANK, N.A. CLOSING DATE: AUGUST 24, 2004 TRUXXXX: LASALLE BANK NATIONAL ASSOCIATION FIRST DISTRIBUTION DATE: SEPTEMBER 15, FISCAL AGENT: ABN AMRO BANK N.V. 2004 AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $10,000,000 CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $10,000,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED) No. A-1-1 CUSIP NO. 61745M N5 8 CLASS A-1 CERTIFICATE 13 evidencing a beneficial ownership interest in a Trusttrust fund which consists primarily of two pools of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Initial Class A1 Certificate Principal Balance: Class A1 $292,163,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.500% Balance of this Certificate: $ Cut-off Date: October 1, 2000 First Distribution Date: CUSIP: 36157N MN 1 November 27, 2000 THIS CERTIFIES THAT ______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class A1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of two pools (each, a pool "Pool") of commercial and multifamily conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans") ), sold and certain other propertyserviced by GE Capital Mortgage Services, formed Inc., a corporation organized and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT CEDE & XX. xs xxx xxgistered owner existing under the laws of the interest evidenced by this Certificate in State of New Jersey (the Class A-1 Certificates issued by the "Company"). The Trust Fund was created pursuant to the a Pooling and Servicing Agreement, Agreement dated as specified above of October 1, 2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. between the Company and State Street Bank and Trust Company, as trustee (hereinafter called the "DepositorTrustee", whxxx xxrx xxxxxdes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Propertiesherein below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certixxxxxxs, Xxxxxs 2004-IQ8 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, Agreement the Certificateholder Holder of this Certificate by virtue of the acceptance hereof assents and by which the Certificateholder such Holder is bound. In The Agreement requires 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, distribution on the 15th 25th day of each month or, if such 15th 25th day is not a Business Day, the next succeeding Business Day immediately following (a the "Distribution Date") ), commencing on the first Distribution Date specified abovein November 2000, 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 , of an amount equal to the product of the Percentage Interest evidenced by this Certificate are payable in and the coin or currency aggregate amount required to be distributed to Holders of Certificates of the United States of America same Class as at this Certificate pursuant to the time of payment is legal tender for the payment of public and private debtsAgreement. Interest Distributions on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during be made by the Interest Accrual Period relating Trustee by check or money order mailed to such Distribution Date the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Rate on Certificates, Series 2000-13, issued in twenty-one Classes (Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class II-A, Class I-R, Class I-RL, Class I-PO, Class II-PO, Class I-S, Class II-S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called 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"Certificates"). The Certificates are limited in right of payment to certain payments on and collections and recoveries respecting in respect of the Mortgage Loans, all as more specifically set forth in the Pooling Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and Servicing that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Pooling Agreement and Servicing Agreementwith certain exceptions therein provided, 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 losses on the Mortgage Loans and administration resulting from defaults by Mortgagors will be borne by the Holders of the Trust. All distributions under the Pooling Class M, Class B1, Class B2, Class B3, Class B4 and Servicing Agreement to a nominee of The Depository Trust Company ("DTC") Class B5 Certificates before such losses will be made borne by or on behalf the Holders of the Paying Agent by wire transfer in immediately available funds other Classes of the Certificates. This Certificate does not purport to an account specified in summarize the request of such Certificateholder. All distributions under the Pooling Agreement and Servicing Agreement to Certificateholders will be reference is made by wire transfer in immediately available funds to the account specified by Agreement for the Certificateholderinterests, at a bank or other entity having appropriate facilities thereforrights and limitations of rights, if such Certificateholder will have provided benefits, obligations and duties evidenced hereby, and the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the aboverights, the final distribution on any Certificate will be made only upon presentation duties and surrender of such Certificate at the location that will be specified in a notice immunities of the pendency of such final distributionTrustee. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 5166% of all the Aggregate Certificate Balance of the Certificates then outstanding, Voting Rights as specified defined in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor herefor or in lieu hereof whether or not notation of such consent is made upon the this 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 Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Certificate RegistrarTrustee is located or in the City of New York, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Company, the Trustee, and 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 of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the The Certificates are issuable only as registered Certificates without coupons 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 of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the Certificate Registrar Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable 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 DTCtherewith. The Trustee, Trustee and the Fiscal Agent, Certificate Registrar and any agent of the Paying Agent, the Master Servicer, the Special Servicer Trustee or the Operating Adviser Certificate Registrar may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all other purposes whatsoeverpurposes, and none of neither the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer or the Operating Adviser Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the Trustee and the Paying Agent created hereby unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the obligation of the Paying Agent, to make payments to the Class R-I Certificateholders, Class R-II Certificateholders and the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling and Servicing Agreement and other than the obligations rate provided for in the nature Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of information or tax reporting) shall terminate on any property acquired in respect of a Mortgage Loan determined as provided in the earliest of Agreement, and (ib) the later of (A) the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust (Fund and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the property held by the Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant Company to Section 10.1(c) of the Pooling and Servicing Agreement or (iv) the transfer of the property held in the Trust in accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Coxxx xx Xx. Xxxxx, living on the date hereof. The parties designated in the Poolixx xxd Servicing Agreement may exercise their option to purchase, in whole only, repurchase all the Mortgage Loans and any other property, if any, remaining property in respect of Mortgage Loans is subject to the Trust and cause Pool Scheduled Principal Balances at the termination time of repurchase being less than 10 percent of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination Pool Scheduled Principal Balances as of the Trust and payment Cut-off Date. The Company's exercise of such right will result in early retirement 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 Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit 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 YORKAgreement or be valid for any purpose.