<PAGE>

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


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor


                                       and


                                [MASTER SERVICER]
                                 Master Servicer


                                       and


                               [SPECIAL SERVICER]
                                Special Servicer


                                       and


                                    [TRUSTEE]
                                     Trustee


                                       and


                                 [FISCAL AGENT]
                                  Fiscal Agent



                         POOLING AND SERVICING AGREEMENT


                           Dated as of _________, 200_

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

                        $_________________ (approximate)


                  Commercial Mortgage Pass-Through Certificates

                                Series 200_-____



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



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
ARTICLE I DEFINITIONS............................................................................................3

         Section 1.01 Defined Terms..............................................................................3

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF
                      CERTIFICATES...............................................................................60

         Section 2.01 Conveyance of Mortgage Loans...............................................................60
         Section 2.02 Acceptance of the Trust Fund by Trustee....................................................63
         Section 2.03 Mortgage Loan Seller's Repurchase or Substitution of Mortgage Loans for Document
                                 Defects and Breaches of Representations and Warranties..........................64
         Section 2.04 Representations and Warranties of Depositor................................................67
         Section 2.05 Conveyance of Mortgage Loans; Acceptance of REMIC I by Trustee.............................68
         Section 2.06 Execution, Authentication and Delivery of Class R-I Certificates...........................69
         Section 2.07 Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.................69
         Section 2.08 Execution, Authentication and Delivery of REMIC II Certificates............................69
         Section 2.09 Execution, Authentication and Delivery of Class Z-I and Class Z-II Certificates............69

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND.......................................................70

         Section 3.01 Administration of the Mortgage Loans.......................................................70
         Section 3.02 Collection of Mortgage Loan Payments.......................................................71
         Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
                                 Accounts........................................................................74
         Section 3.04 Certificate Account, Interest Reserve Account, Additional Interest Account and
                                 Distribution Account ...........................................................77
         Section 3.05 Permitted Withdrawals From the Certificate Account, Interest Reserve Account, the
                                 Additional Interest Account and the Distribution Account........................81
         Section 3.06 Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                                 Certificate Account, the Interest Reserve Account, the Distribution
                                 Account, the Additional Interest Account and the REO Account....................85
         Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage..............87
         Section 3.08 Enforcement of Alienation Clauses..........................................................90
         Section 3.09 Realization Upon Defaulted Mortgage Loans; Required Appraisals.............................92
         Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files..............................95
         Section 3.11 Servicing Compensation.....................................................................97
         Section 3.12 Property Inspections; Collection of Financial Statements; Delivery of Certain
                                 Reports.........................................................................100

                                      -i-

<PAGE>

         Section 3.13 Annual Statement as to Compliance..........................................................103
         Section 3.14 Reports by Independent Public Accountants..................................................103
         Section 3.15 Access to Certain Information..............................................................104
         Section 3.16 Title to REO Property; REO Account.........................................................107
         Section 3.17 Management of REO Property.................................................................108
         Section 3.18 Resolution of Defaulted Mortgage Loans and REO Properties..................................111
         Section 3.19 Additional Obligations of Master Servicer..................................................117
         Section 3.20 Modifications, Waivers, Amendments and Consents............................................117
         Section 3.21 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.........123
         Section 3.22 Sub-Servicing Agreements...................................................................126
         Section 3.23 Representations and Warranties of Master Servicer and Special Servicer.....................129
         Section 3.24 Sub-Servicing Agreement Representation and Warranty........................................131
         Section 3.25 Designation of Controlling Class Representative............................................131

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS........................................................................133

         Section 4.01 Distributions..............................................................................133
         Section 4.02 Statements to Certificateholders; CMSA Loan Periodic Update File...........................144
         Section 4.03 P&I Advances...............................................................................149
         Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of
                                 Certificate Deferred Interest; Allocation of Appraisal Reduction
                                 Amounts.........................................................................152
         Section 4.05 Calculations...............................................................................155
         Section 4.06 Use of Agents..............................................................................155

ARTICLE V THE CERTIFICATES.......................................................................................155

         Section 5.01 The Certificates...........................................................................155
         Section 5.02 Registration of Transfer and Exchange of Certificates......................................156
         Section 5.03 Book-Entry Certificates....................................................................161
         Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates..........................................162
         Section 5.05 Persons Deemed Owners......................................................................163

ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER and THE CONTROLLING CLASS
                      REPRESENTATIVE.............................................................................163

         Section 6.01 Liability of Depositor, Master Servicer and Special Servicer...............................163
         Section 6.02 Merger, Consolidation or Conversion of Depositor or Master Servicer or Special
                                 Servicer........................................................................163
         Section 6.03 Limitation on Liability of Depositor, Master Servicer and Special Servicer.................164
         Section 6.04 Resignation of Master Servicer and the Special Servicer....................................165
         Section 6.05 Rights of Depositor and Trustee in Respect of Master Servicer and the Special
                                 Servicer........................................................................166

                                      -ii-

<PAGE>

         Section 6.06 Depositor, Master Servicer and Special Servicer to Cooperate with Trustee..................166
         Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with Master Servicer..................166
         Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with Special Servicer..................166
         Section 6.09 Designation of Special Servicer by the Controlling Class...................................167
         Section 6.10 Master Servicer or Special Servicer as Owner of a Certificate..............................168
         Section 6.11 The Controlling Class Representative.......................................................168

ARTICLE VII DEFAULT..............................................................................................170

         Section 7.01 Events of Default..........................................................................170
         Section 7.02 Trustee to Act; Appointment of Successor...................................................175
         Section 7.03 Notification to Certificateholders.........................................................176
         Section 7.04 Waiver of Events of Default................................................................176
         Section 7.05 Additional Remedies of Trustee Upon Event of Default.......................................176

ARTICLE VIII CONCERNING THE TRUSTEE AND THE FISCAL AGENT.........................................................177

         Section 8.01 Duties of Trustee..........................................................................177
         Section 8.02 Certain Matters Affecting Trustee..........................................................178
         Section 8.03 Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or
                                 Mortgage Loans..................................................................180
         Section 8.04 Trustee and Fiscal Agent May Own Certificates..............................................180
         Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee...................................180
         Section 8.06 Eligibility Requirements for Trustee.......................................................181
         Section 8.07 Resignation and Removal of Trustee.........................................................182
         Section 8.08 Successor Trustee..........................................................................183
         Section 8.09 Merger or Consolidation of Trustee.........................................................183
         Section 8.10 Appointment of Co-Trustee or Separate Trustee..............................................183
         Section 8.11 Appointment of Custodians..................................................................184
         Section 8.12 Appointment of Authenticating Agents.......................................................185
         Section 8.13 Access to Certain Information..............................................................186
         Section 8.14 Appointment of REMIC Administrators........................................................186
         Section 8.15 Representations, Warranties and Covenants of Trustee.......................................187
         Section 8.16 Reports to the Securities and Exchange Commission; Available Information...................188
         Section 8.17 Maintenance of Mortgage File...............................................................189
         Section 8.18 Appointment of Fiscal Agent................................................................189

ARTICLE IX TERMINATION...........................................................................................190

         Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans...........................190
         Section 9.02 Additional Termination Requirements........................................................193

ARTICLE X ADDITIONAL TAX PROVISIONS..............................................................................193

         Section 10.01 REMIC Administration......................................................................193

                                     -iii-

<PAGE>

         Section 10.02 Grantor Trust Administration..............................................................197

ARTICLE XI MISCELLANEOUS PROVISIONS..............................................................................199

         Section 11.01 Amendment.................................................................................199
         Section 11.02 Recordation of Agreement; Counterparts....................................................201
         Section 11.03 Limitation on Rights of Certificateholders................................................201
         Section 11.04 Governing Law.............................................................................202
         Section 11.05 Notices...................................................................................202
         Section 11.06 Severability of Provisions................................................................203
         Section 11.07 Grant of a Security Interest..............................................................203
         Section 11.08 Streit Act................................................................................203
         Section 11.09 Successors and Assigns; Beneficiaries.....................................................204
         Section 11.10 Article and Section Headings..............................................................204
         Section 11.11 Notices to Rating Agencies................................................................204
         Section 11.12 Complete Agreement........................................................................205
</TABLE>

                                      -iv-

<PAGE>

                                    EXHIBITS
                                    --------

<TABLE>
<CAPTION>

Exhibit Description                                            Exhibit No.           Section Reference
-------------------                                            -----------           -----------------
<S>                                                               <C>                <C>
Form of Class A-1 Certificate                                      A-1               Section 1.01 Definition of "Class A-1
                                                                                     Certificate"
Form of Class A-2 Certificate                                      A-2               Section 1.01 Definition of "Class A-2
                                                                                     Certificate"
Form of Class A-3 Certificate                                      A-3               Section 1.01 Definition of "Class A-3
                                                                                     Certificate"
Form of Class A-4 Certificate                                      A-4               Section 1.01 Definition of "Class A-4
                                                                                     Certificate"
Form of Class XC Certificate                                       A-5               Section  1.01 Definition of "Class XC
                                                                                     Certificate"
Form of Class XP Certificate                                       A-6               Section  1.01 Definition of "Class XP
                                                                                     Certificate"
Form of Class B Certificate                                        A-7               Section  1.01 Definition of "Class B
                                                                                     Certificate"
Form of Class C Certificate                                        A-8               Section  1.01 Definition of "Class C
                                                                                     Certificate"
Form of Class D Certificate                                        A-9               Section  1.01 Definition of "Class D
                                                                                     Certificate"
Form of Class E Certificate                                       A-10               Section  1.01 Definition of "Class E
                                                                                     Certificate"
Form of Class F Certificate                                       A-11               Section  1.01 Definition of "Class F
                                                                                     Certificate"
Form of Class G Certificate                                       A-12               Section  1.01 Definition of "Class G
                                                                                     Certificate"
Form of Class H Certificate                                       A-13               Section  1.01 Definition of "Class H
                                                                                     Certificate"
Form of Class J Certificate                                       A-14               Section  1.01 Definition of "Class J
                                                                                     Certificate"
Form of Class K Certificate                                       A-15               Section  1.01 Definition of "Class K
                                                                                     Certificate"
Form of Class L Certificate                                       A-16               Section  1.01 Definition of "Class L
                                                                                     Certificate"

                                      -v-

<PAGE>

Form of Class M Certificate                                       A-17               Section  1.01 Definition of "Class M
                                                                                     Certificate"
Form of Class N Certificate                                       A-18               Section  1.01 Definition of "Class N
                                                                                     Certificate"
Form of Class O Certificate                                       A-19               Section  1.01 Definition of "Class O
                                                                                     Certificate"
Form of Class R-I Certificate                                     A-20               Section 1.01 Definition of "Class R-I
                                                                                     Certificate"
Form of Class R-II Certificate                                    A-21               Section 1.01 Definition of "Class R-II
                                                                                     Certificate"
Form of Class Z-I Certificate                                     A-22               Section 1.01 Definition of "Class Z-I
                                                                                     Certificate"
Form of Class Z-II Certificate                                    A-23               Section 1.01 Definition of "Class Z-II
                                                                                     Certificate"
Mortgage Loan Schedule                                              B                Section 1.01 Definition of "Mortgage
                                                                                     Loan Schedule"

Schedule of Exceptions to Mortgage File Delivery                   C-1               Section 2.02(a)

Form of Custodial Certification                                    C-2               Section 2.02(a)

Form of Master Servicer Request for Release                        D-1               Section 1.01 Definition of "Request
                                                                                     for Release"; Section 2.03(b); Section
                                                                                     3.10(a); and Section 3.10(b)

Form of Special Servicer Request for Release                       D-2               Section 1.01 Definition of "Request
                                                                                     for Release"; Section 3.10(b)

Calculation of NOI/Debt Service Coverage Ratios                     E                Section 1.01 Definition of "Net
                                                                                     Operating Income"

Form of Updated Collection Report                                   F                Section 1.01 Definition of "Updated
                                                                                     Collection Report"

Form of Transferor Certificate                                     G-1               Section 5.02(b)

Form of Transferee Certificate for QIBs                            G-2               Section 5.02(b)

Form of Transferee Certificate for Non-QIBs                        G-3               Section 5.02(b)

                                      -vi-

<PAGE>

Form of Transferee Certificate                                      H                Section 5.02(c)

Form of Transfer Affidavit and Agreement                           I-1               Section 5.02(d)(i)(2)

Pursuant to Section 5.02(d)(i)(2)

Form of Transferor Certificate Pursuant  to                        I-2               Section 5.02(d)(i)(4)

Section 5.02(d)(i)(4)

Form of Notice and Acknowledgment                                  J-1               Section 6.09

Form of Acknowledgment of Proposed  Special                        J-2               Section 6.09
Servicer

Form of CMSA Property File                                          K                Section 3.12(c)

Form of Comparative Financial Status Report                         L                Section 1.01 Definition of
                                                                                     "Comparative Financial Status Report"
Form of REO Status Report                                           M                Section 1.01 Definition of "REO Status
                                                                                     Report"
Form of Watch List                                                  N                Section 1.01 Definition of "Watch List"

Form of Delinquent Loan Status Report                               O                Section 1.01 Definition of "Delinquent
                                                                                     Loan Status Report"

Form of Historical Loan Modification Report                         P                Section 1.01 Definition of "Historical
                                                                                     Loan Modification Report"

Form of Historical Liquidation Report                               Q                Section 1.01 Definition of
                                                                                     "Historical Liquidation Report"

Form of NOI Adjustment Worksheet                                    R                Section 1.01 Definition of "NOI
                                                                                     Adjustment Worksheet"

Form of Operating Statement Analysis Report                         S                Section 1.01 Definition of "Operating
                                                                                     Statement Analysis Report"

Form of Interim Delinquent Loan Status Report                       T                Section 1.01 Definition of "Interim
                                                                                     Delinquent Loan Status Report"

Form of CMSA Loan Periodic Update File                              U                Section 1.01 Definition of "CMSA Loan
                                                                                     Periodic Update File"

                                     -vii-

<PAGE>

Form of Certificateholder Confirmation                             V-1               Section 3.15
Certificate Request by Beneficial Holder

Form of Prospective Purchaser Certificate                          V-2               Section 3.15

Form of CMSA Bond File Report                                       W                Section 1.01 Definition of "CMSA Bond
                                                                                     File Report"

Form of CMSA Collateral Summary File                                X                Section 1.01 Definition of "CMSA
                                                                                     Collateral Summary File"

Form of CMSA Financial File                                         Y                Section 1.01 Definition of "CMSA
                                                                                     Financial File"

Form of CMSA Loan Setup File                                        Z                Section 1.01 Definition of "CMSA Loan
                                                                                     Setup File"

Class XP Reference Rate                                            AA                Section 1.01 Definition of "Class XP
                                                                                     Reference Rate"

Form of Purchase Option Notice                                     BB                Section 3.18
</TABLE>

                                     -viii-

<PAGE>


                         POOLING AND SERVICING AGREEMENT

                  This Pooling and Servicing Agreement (this "Agreement") is
dated and effective as of ________, 200_, among MERRILL LYNCH MORTGAGE
INVESTORS, INC., as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL
SERVICER], as Special Servicer, [TRUSTEE], as Trustee, and [FISCAL AGENT], as
Fiscal Agent.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in a trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be the Mortgage Loans.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of all of the Mortgage Loans (exclusive of
that portion of the interest payments thereon that constitute Additional
Interest) and certain other related assets subject to this Agreement as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I." The Class R-I Residual Interest will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law, and will be represented by the Class R-I
Certificates.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of all of the REMIC I Regular Interests as
a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC II". The Class R-II Certificates will evidence the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. For federal income tax purposes, each Class of the
Regular Certificates will be designated as a separate "regular interest" in
REMIC II for purposes of the REMIC Provisions under federal income tax law.

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

<TABLE>
<CAPTION>
                                            Corresponding
                        Original Class      REMIC I               REMIC I               Corresponding
Corresponding           Principal           Regular               Principal             Components of Class
Certificates            Balance (1)         Interests             Balance               X Certificates (1)
<S>                     <C>                 <C>                   <C>                   <C>
Class A-1               $                   LA-1-1                $                     X-A-1-1
                                            LA-1-2                $                     X-A-1-2

Class A-2               $                   LA-2-1                $                     X-A-2-1
                                            LA-2-2                $                     X-A-2-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                            Corresponding
                        Original Class      REMIC I               REMIC I               Corresponding
Corresponding           Principal           Regular               Principal             Components of Class
Certificates            Balance (1)         Interests             Balance               X Certificates (1)
<S>                     <C>                 <C>                   <C>                   <C>
                                            LA-2-3                $                     X-A-2-3
Class A-3               $                   LA-3-1                $                     X-A-3-1
                                            LA-3-2                $                     X-A-3-2
                                            LA-3-3                $                     X-A-3-3

Class A-4               $                   LA-4-1                $                     X-A-4-1
                                            LA-4-2                $                     X-A-4-2
                                            LA-4-3                $                     X-A-4-3

Class B                 $                   LB                    $                     X-B

Class C                 $                   LC                    $                     X-C

Class D                 $                   LD                    $                     X-D

Class E                 $                   LE                    $                     X-E

Class F                 $                   LF-1                  $                     X-F-1
                                            LF-2                  $                     X-F-2

Class G                 $                   LG-1                  $                     X-G-1
                                            LG-2                  $                     X-G-2

Class H                 $                   LH-1                  $                     X-H-1
                                            LH-2                  $                     X-H-2

Class J                 $                   LJ-1                  $                     X-J-1
                                            LJ-2                  $                     X-J-2

Class K                 $                   LK                    $                     X-K

Class L                 $                   LL                    $                     X-L

Class M                 $                   LM                    $                     X-M

Class N                 $                   LN                    $                     X-N

Class O                 $                   LO                    $                     X-O
</TABLE>

                  (1) The REMIC I Regular Interest and the Components of the
Class X Certificates that correspond to any particular Class of Sequential Pay
Certificates also correspond



                                       2
<PAGE>

to each other and, accordingly, constitute the "Corresponding REMIC I Regular
Interest" and the "Corresponding Components" respectively, with respect to each
other.

                  The portion of the Trust Fund consisting of: (i) the
Additional Interest and the Additional Interest Account and (ii) amounts held
from time to time in the Additional Interest Account that represent Additional
Interest shall be treated as a grantor trust (the "Grantor Trust") for federal
income tax purposes. As provided herein, the Trustee shall take all actions
necessary to ensure that the portion of the Trust Fund consisting of the Grantor
Trust Assets maintains its status as a "grantor trust" under federal income tax
law and not be treated as part of REMIC I or REMIC II.

                  In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01 Defined Terms.

                  Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.

                  "30/360 Basis": The accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.

                   "Acceptable Insurance Default": With respect to any Mortgage
Loan, any default under the related Mortgage Loan Documents resulting from: (i)
the exclusion of acts of terrorism from coverage under the related "all risk"
casualty insurance policy maintained on the subject Mortgaged Property and (ii)
the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but only if the Special Servicer has determined, in its
reasonable judgment, in accordance with the Servicing Standard, that: (a) such
insurance is not available at commercially reasonable rates and the subject
hazards are not commonly insured against by prudent owners of similar real
properties in similar locales (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (b) such insurance is
not available at any rate, or (c) the related Mortgage or Mortgage Loan
documents do not require the Mortgagor to obtain such insurance. Subject to the
Servicing Standard, in making any of the determinations required in subclause
(a) or (b) of this definition, the Special Servicer shall be entitled to rely on
the opinion of an insurance consultant.

                  "Accrued Certificate Interest": With respect to any Class of
Regular Certificates (other than the Class XC and the Class XP Certificates) for
any Distribution Date, one month's interest at the Pass-Through Rate applicable
to such Class of Certificates for such Distribution Date, accrued for the
related Interest Accrual Period on the related Class Principal Balance
outstanding immediately prior to such Distribution Date; and, with respect to
the Class XC and the Class XP Certificates for any Distribution Date, the sum of
the Accrued Component Interest for the related Interest Accrual Period for all
of their respective Components for such



                                       3
<PAGE>

Distribution Date. Accrued Certificate Interest shall be calculated on a 30/360
Basis and, with respect to any Class of Regular Certificates for any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.

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

                  "Acquisition Date": With respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulations Section 1.856-6(b)(1), which is
the first day on which the Trust Fund is treated as the owner of such REO
Property for federal income tax purposes.

                  "Actual/360 Basis": The accrual of interest calculated on the
basis of the actual number of days elapsed during any calendar month in a year
assumed to consist of 360 days.

                  "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest on an Actual/360 Basis and that is identified as an Actual/360 Mortgage
Loan on the Mortgage Loan Schedule.

                  "Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage Loan, be deferred until the entire
outstanding principal balance of such ARD Loan has been paid), together with all
interest, if any, accrued at the related Mortgage Rate on such deferred
interest. For purposes of this Agreement, Additional Interest on an ARD Loan or
any successor REO Loan shall be deemed not to constitute principal or any
portion thereof and shall not be added to the unpaid principal balance or Stated
Principal Balance of such ARD Loan or successor REO Loan, notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the extent that
any Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

                  "Additional Interest Account": The segregated account or
accounts created and maintained by the Trustee pursuant to Section 3.04(d) which
shall be entitled "LaSalle Bank National Association as Trustee, in trust for
the registered holders of Merrill Lynch Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 200_-____, Additional Interest Account." The
Additional Interest Account shall not be an asset of any of REMIC I or REMIC II.

                  "Additional Interest Rate": With respect to any ARD Loan after
its Anticipated Repayment Date, the incremental increase in the per annum rate
at which such Mortgage Loan accrues interest after the Anticipated Repayment
Date (in the absence of defaults) as calculated and as set forth in the related
Mortgage Loan documents.

                                       4
<PAGE>


                  "Additional Trust Fund Expense": Any Special Servicing Fees,
Workout Fees, Principal Recovery Fees and, in accordance with Sections 3.03(d)
and 4.03(d), interest payable to the Master Servicer, the Trustee and the Fiscal
Agent on Advances (to the extent not offset by Penalty Interest and late payment
charges as provided herein) and amounts payable to the Special Servicer in
connection with inspections of Mortgaged Properties required pursuant to the
first sentence of Section 3.12(a) (and not otherwise paid from Penalty Interest
and late payment charges as provided herein), as well as (without duplication)
any of the expenses of the Trust Fund that may be withdrawn (x) pursuant to any
of clauses (viii), (ix), (xi), (xii), (xiii) and (xix) of Section 3.05(a) out of
collections on the related Mortgage Loans or REO Properties or out of general
collections on the Mortgage Loans and any REO Properties on deposit in the
Certificate Account as indicated in such clauses of Section 3.05(a) or (y)
pursuant to clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b)
out of general collections on the Mortgage Loans and any REO Properties on
deposit in the Distribution Account; provided that for purposes of the
allocations contemplated by Section 4.04 no such expense shall be deemed to have
been incurred by the Trust Fund until such time as the payment thereof is
actually made from the Certificate Account or the Distribution Account, as the
case may be.

                  "Additional Yield and Prepayment Amount": With respect to any
Distribution Date and the Regular Certificates (other than the Class X
Certificates and any Excluded Class) entitled to distributions of principal
pursuant to Section 4.01(a) on such Distribution Date, provided that a Yield
Maintenance Charge and/or Prepayment Premium was actually collected on a
Mortgage Loan or an REO Loan during the related Collection Period, the product
of (a) such Yield Maintenance Charge and/or Prepayment Premium net of Workout
Fees and Principal Recovery Fees payable therefrom multiplied by (b) a fraction,
which in no event will be greater than one, the numerator of which is equal to
the positive excess, if any, of (i) the Pass-Through Rate for the Regular
Certificates then receiving principal over (ii) the related Discount Rate, and
the denominator of which is equal to the positive excess, if any, of (i) the
Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii)
the related Discount Rate, multiplied by (c) a fraction, the numerator of which
is equal to the amount of principal distributable on such Regular Certificates
on such Distribution Date pursuant to Section 4.01(a), and the denominator of
which is equal to the Principal Distribution Amount for such Distribution Date.

                  "Advance":  Any P&I Advance or Servicing Advance.

                  "Adverse REMIC Event":  As defined in Section 10.01(h).

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

                  "Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

                                       5
<PAGE>

                  "Anticipated Repayment Date": For each ARD Loan, the date
specified in the related Mortgage Note after which the Mortgage Rate for such
ARD Loan will increase as specified in the related Mortgage Note (other than as
a result of a default thereunder).

                  "Appraisal": With respect to any Mortgage Loan, an appraisal
of the related Mortgaged Property from an Independent Appraiser selected by the
Special Servicer or the Master Servicer, prepared in accordance with 12 CFR
ss.225.62 and conducted in accordance with the standards of the American
Appraisal Institute by an Independent Appraiser, which Independent Appraiser
shall be advised to take into account the factors specified in Section 3.09(a),
any available environmental, engineering or other third-party reports, and other
factors that a prudent real estate appraiser would consider.

                  "Appraisal Reduction Amount": The excess, if any, of (a) the
sum of, as calculated by the Master Servicer as of the first Determination Date
immediately succeeding the Master Servicer obtaining knowledge of the occurrence
of the Required Appraisal Date if no new Required Appraisal (or letter update or
internal valuation) is required or the date on which a Required Appraisal (or
letter update or internal valuation, if applicable) is obtained and each
Determination Date thereafter so long as the related Mortgage Loan remains a
Required Appraisal Mortgage Loan (without duplication), (i) the Stated Principal
Balance of the subject Required Appraisal Mortgage Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the Trustee or the
Fiscal Agent, all unpaid interest on the Required Appraisal Mortgage Loan
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the related Net Mortgage Rate (exclusive of any portion thereof
that constitutes Additional Interest), (iii) all accrued but unpaid Servicing
Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of
such Required Appraisal Mortgage Loan, (iv) all related unreimbursed Advances
(plus accrued interest thereon) made by or on behalf of the Master Servicer, the
Trustee or the Fiscal Agent with respect to such Required Appraisal Mortgage
Loan and (v) all currently due and unpaid real estate taxes and unfunded
improvement reserves and assessments, insurance premiums, and, if applicable,
ground rents in respect of the related Mortgaged Property over (b) an amount
equal to the sum of (i) the Required Appraisal Value and (ii) all escrows,
reserves and letters of credit held as additional collateral held with respect
to such Required Appraisal Mortgage Loan. If the Special Servicer fails to
obtain a Required Appraisal (or letter update or internal valuation, if
applicable) within the time limit described in Section 3.09(a), the Appraisal
Reduction Amount for the related Required Appraisal Mortgage Loan will equal __%
of the outstanding principal balance of such Required Appraisal Mortgage Loan,
to be adjusted upon receipt of a Required Appraisal or letter update or internal
valuation, if applicable.

                  "Appraised Value": With respect to each Mortgaged Property,
the appraised value thereof based upon the most recent Appraisal (or letter
update or internal valuation, if applicable) that is contained in the related
Servicing File.

                  "ARD Loan": Any Mortgage Loan that provides that if the
unamortized principal balance thereof is not repaid on its Anticipated Repayment
Date, such Mortgage Loan will accrue Additional Interest at the rate specified
in the related Mortgage Note and the Mortgagor is required to apply excess
monthly cash flow generated by the related Mortgaged Property to the repayment
of the outstanding principal balance on such Mortgage Loan.

                                       6
<PAGE>

                  "Asset Status Report":  As defined in Section 3.21(d).

                  "Assignment of Leases": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar document or
instrument executed by the Mortgagor in connection with the origination of the
related Mortgage Loan.

                  "Assumed Scheduled Payment": With respect to any Balloon
Mortgage Loan for its Stated Maturity Date (provided that such Mortgage Loan has
not been paid in full and no other Liquidation Event has occurred in respect
thereof on or before such Stated Maturity Date) and for any Due Date thereafter
as of which such Mortgage Loan remains outstanding and part of the Trust Fund,
the Periodic Payment of principal and/or interest deemed to be due in respect
thereof on such Due Date that would have been due in respect of such Mortgage
Loan on such Due Date if the related Mortgagor had been required to continue to
pay principal in accordance with the amortization schedule, if any, and to
accrue interest at the Mortgage Rate, in effect on the Closing Date and without
regard to the occurrence of its Stated Maturity Date. With respect to any REO
Loan, for any Due Date therefor as of which the related REO Property remains
part of the Trust Fund, the Periodic Payment of principal and/or interest deemed
to be due in respect thereof on such Due Date that would have been due in
respect of the predecessor Mortgage Loan on such Due Date had it remained
outstanding (or, if the predecessor Mortgage Loan was a Balloon Mortgage Loan
and such Due Date coincides with or follows what had been its Stated Maturity
Date, the Assumed Scheduled Payment that would have been deemed due in respect
of the predecessor Mortgage Loan on such Due Date had it remained outstanding).

                  "Authenticating Agent": Any authenticating agent appointed
pursuant to Section 8.12 (or, in the absence of any such appointment, the
Trustee).

                  "Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of, without duplication, (i)
the aggregate of the amounts on deposit in the Certificate Account and the
Distribution Account as of the close of business on the related Determination
Date and the amounts collected by or on behalf of the Master Servicer as of the
close of business on such Determination Date and required to be deposited in the
Certificate Account, (ii) the aggregate amount of any P&I Advances made by the
Master Servicer, the Trustee or the Fiscal Agent for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03, (iii) the
aggregate amount transferred from the REO Account (if established) to the
Certificate Account during the month of such Distribution Date, on or prior to
the P&I Advance Date in such month, pursuant to Section 3.16(c), (iv) the
aggregate amount deposited by the Master Servicer in the Certificate Account for
such Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
Interest Shortfalls, and (v) for each Distribution Date occurring in March, the
aggregate of the Interest Reserve Amounts in respect of each Interest Reserve
Loan deposited into the Distribution Account pursuant to Section 3.05(c), net of
(b) the portion of the amount described in subclauses (a)(i) and (a)(iii) of
this definition that represents one or more of the following: (i) collected
Periodic Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any amounts payable or reimbursable to any Person from
(A) the Certificate Account pursuant to clauses (ii)-(xiv), (xviii) and (xix) of
Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii) - (vi)
of Section 3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges,
(iv) Additional Interest, (v) with respect to the Distribution Date occurring in
February of each year and in January of each year


                                       7
<PAGE>

that is not a leap year, the Interest Reserve Amounts with respect to the
Interest Reserve Loans to be withdrawn from the Certificate Account and
deposited in the Interest Reserve Account in respect of such Distribution Date
and held for future distribution pursuant to Section 3.04(c) and (vi) any
amounts deposited in the Certificate Account or the Distribution Account in
error.

                  "Balloon Mortgage Loan": Any Mortgage Loan that by its
original terms or by virtue of any modification entered into as of the Closing
Date provides for an amortization schedule extending beyond its Stated Maturity
Date.

                  "Balloon Payment": With respect to any Balloon Mortgage Loan
as of any date of determination, the Scheduled Payment payable on the Stated
Maturity Date of such Mortgage Loan.

                  "Bankruptcy Code": The federal Bankruptcy Code, as amended
from time to time (Title 11 of the United States Code).

                  "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount
of such proceeds (net of any expenses incurred in connection with such bid and
the transfer of servicing), multiplied by a fraction equal to (a) the Servicer
Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as
of such date of determination, over (b) the aggregate of the Servicer Fee
Amounts for the Master Servicer and all of the Sub-Servicers as of such date of
determination.

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee.

                  "Borrower Reserve Agreement": With respect to any Mortgage
Loan, the related borrower reserve agreement, replacement reserve agreement or
similar agreement executed by the Mortgagor and setting forth the terms and
amounts required to be reserved or escrowed for the related Mortgaged Property,
in each case pledged as additional collateral under the related Mortgage.

                  "Breach":  As defined in Section 2.03(a).

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York or the city in which the
Corporate Trust Office of the Trustee (which as of the Closing Date is
________________), or the offices of the Master Servicer (which as of the
Closing Date is _____________), or the offices of the Special Servicer which as
of the Closing Date is _____________, are located, are authorized or obligated
by law or executive order to remain closed.

                  "CERCLA": The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "Certificate": Any one of the Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 200_-____, as executed by
the Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

                                       8
<PAGE>

                  "Certificate Account": The segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for Certificateholders, which shall be entitled
"[Master Servicer], as Master Servicer for [Trustee], as Trustee, on behalf of
and in trust for the registered holders of Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 200_-____."

                  "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates is reduced by the
amount of Mortgage Deferred Interest allocable to such Class on any Distribution
Date.

                  "Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed as a decimal
carried to eight places, the numerator of which is the then current Class
Principal Balance, Class XC Notional Amount or Class XP Notional Amount, as
applicable, of such Class of Regular Certificates and the denominator of which
is the Original Class Principal Balance or Original Notional Amount of such
Class of Regular Certificates.

                  "Certificate Notional Amount": With respect to any Class XC or
Class XP Certificate, as of any date of determination, the then notional amount
of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class XC or Class XP
Notional Amount, as applicable.

                  "Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

                  "Certificate Principal Balance": With respect to any
Sequential Pay Certificate, as of any date of determination, the then
outstanding principal amount of such Certificate equal to the product of (a) the
Percentage Interest evidenced by such Certificate, multiplied by (b) the then
Class Principal Balance of the Class of Certificates to which such Certificate
belongs.

                  "Certificate Register" and "Certificate Registrar": The
register maintained and the registrar appointed pursuant to Section 5.02.

                  "Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Non-United States Person shall be Holder of a Residual
Certificate for any purpose hereof and, (ii) solely for the purposes of giving
any consent, approval or waiver pursuant to this Agreement that relates to any
of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent in its respective capacity as such
(except with respect to amendments or waivers referred to in Sections 7.04 and
11.01 hereof and any consent, approval or waiver required or permitted to be
made by the Majority Subordinate Certificateholder or the Controlling Class
Representative and any election, removal or replacement of the Special Servicer
or the Controlling Class Representative pursuant to Section 6.09), any
Certificate registered in the name of the Depositor, any Mortgage Loan Seller,
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent as
the case may be, or any Certificate registered


                                       9
<PAGE>

in the name of any of their respective Affiliates, shall be deemed not to be
outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver that relates to it has
been obtained. The Certificate Registrar shall be entitled to request and rely
upon a certificate of the Depositor, the Master Servicer or the Special Servicer
in determining whether a Certificate is registered in the name of an Affiliate
of such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

                  "Class": Collectively, all of the Certificates bearing the
same alphabetical and, if applicable, numerical class designation.

                  "Class A Certificates": The Class A-1, Class A-2, Class A-3
and Class A-4 Certificates.

                  "Class A-1 Certificate": Any one of the Certificates with a
"Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class A-2 Certificate": Any one of the Certificates with a
"Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class A-3 Certificate": Any one of the Certificates with a
"Class A-3" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class A-4 Certificate": Any one of the Certificates with a
"Class A-4" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions. "

                  "Class B Certificate": Any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class C Certificate": Any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class D Certificate": Any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                                       10
<PAGE>

                  "Class E Certificate": Any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of Exhibit
A-8 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class F Certificate": Any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of Exhibit
A-9 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class G Certificate": Any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of Exhibit
A-10 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class H Certificate": Any one of the Certificates with a
"Class H" designation on the face thereof, substantially in the form of Exhibit
A-11 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class J Certificate": Any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-12 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class K Certificate": Any one of the Certificates with a
"Class K" designation on the face thereof, substantially in the form of Exhibit
A-13 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class L Certificate": Any one of the Certificates with a
"Class L" designation on the face thereof, substantially in the form of Exhibit
A-14 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class M Certificate": Any one of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-15 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class N Certificate": Any one of the Certificates with a
"Class N" designation on the face thereof, substantially in the form of Exhibit
A-16 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class O Certificate": Any one of the Certificates with a
"Class O" designation on the face thereof, substantially in the form of Exhibit
A-17 attached hereto, and evidencing a "regular interest" in REMIC II for
purposes of the REMIC Provisions.

                  "Class Principal Balance": The aggregate principal balance of
any Class of Sequential Pay Certificates outstanding from time to time. As of
the Closing Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall equal the Original Class Principal Balance thereof. On each
Distribution Date, the Class Principal Balance of each such Class of
Certificates shall be reduced by the amount of any distributions of principal
made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as
applicable, and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such Distribution Date
pursuant to Section 4.04(a). The Class Principal


                                       11
<PAGE>

Balance of any Class of Sequential Pay Certificates will be increased on any
Distribution Date by the amount of any Certificate Deferred Interest allocated
to such Class on such Distribution Date. Distributions in respect of a
reimbursement of Realized Losses and Additional Trust Fund Expenses previously
allocated to a Class of Sequential Pay Certificates shall not constitute
distributions of principal and shall not result in reduction of the related
Class Principal Balance.

                  "Class R-I Certificate": Any one of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-18 attached hereto, and evidencing the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions.

                  "Class R-II Certificate": Any one of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-19 attached hereto, and evidencing the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

                  "Class X Certificates": The Class XC and Class XP Certificates

                  "Class XC Certificate": Any one of the Certificates with a
"Class XC" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing the Components and a "regular interest" in
REMIC II for purposes of the REMIC Provisions.

                  "Class XC Notional Amount": With respect to the Class XC
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

                  "Class XC Strip Rate": With respect to any Class of Components
(other than Components which are Class XP Components which are included for the
purposes of calculating the Class XP Notional Amount for such Distribution Date)
for any Distribution Date, a rate per annum equal to (i) the Weighted Average
Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate
for the Corresponding Certificates, and in the case of Components which are
Class XP Components which are included for the purposes of calculating the Class
XP Notional Amount for such Distribution Date (i) for any Distribution Date
occurring on or before the Class XP Termination Date for such Class XP
Component, (x) the Weighted Average Net Mortgage Rate for such Distribution Date
minus (y) the sum of the Pass-Through Rate for the Corresponding Certificates
for such Distribution Date and the Class XP Strip Rate for such Class XP
Component for such Distribution Date, and (ii) for any Distribution Date
occurring after the Class XP Termination Date for such Class XP Component, a
rate per annum equal to (x) the Weighted Average Net Mortgage Rate for such
Distribution Date, minus (y) the Pass-Through Rate for the Corresponding
Certificates (provided that in no event shall any Class XC Strip Rate be less
than zero).

                  "Class XP Certificate": Any one of the Certificates with a
"Class XP" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing the Class XP Components and a "regular
interest" in REMIC II for purposes of the REMIC Provisions.

                                       12
<PAGE>

                  "Class XP Components": Each of Component X-A-1-1, Component
X-A-1-2, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component
X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-4-1, Component
X-A-4-2, Component X-A-4-3, Component X-B, Component X-C, Component X-D,
Component X-E, Component X-F-1, Component X-F-2, Component X-G-1, Component
X-G-2, Component X-H-1, Component X-H-2, Component X-J-I and Component X-J-2.

                  "Class XP Notional Amount": (i) With respect to any
Distribution Date on or prior to the Distribution Date in ___________, the sum
of (a) the lesser of $___________ and the then Component Notional Amount of
Component X-A-1-2 and (b) the then Component Notional Amounts of Component
X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-3-1, Component
X-A-3-2, Component X-A-3-3, Component X-A-4-1, Component X-A-4-2, Component
X-A-4-3, Component X-B, Component X-C, Component X-D, Component X-E, Component
X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component X-H-1,
Component X-H-2, Component X-J-I and Component X-J-2;

                  (ii) With respect to any Distribution Date after the
Distribution Date in ___________, through and including the Distribution Date in
____________, the sum of (a) the lesser of $__________ and the Component
Notional Amounts of Component X-A-2-2 and Component X-A-2-3 and (b) the then
Component Notional Amounts of Component X-A-3-1, Component X-A-3-2, Component
X-A-3-3, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3, Component X-B,
Component X-C, Component X-D, Component X-E, Component X-F-1, Component X-F-2,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component
X-J-1 and Component X-J-2;

                  (iii) With respect to any Distribution Date after the
Distribution Date in ______________, through and including the Distribution Date
in __________, the sum of (a) the lesser of $____________ and the then Component
Notional Amount of Component X-A-2-3 and (b) the then Component Notional Amounts
of Component X-A-3-1, Component X-A-3-2, Component X-A-3-3, Component X-A-4-1,
Component X-A-4-2, Component X-A-4-3, Component X-B, Component X-C, Component
X-D, Component X-E, Component X-F-1, Component X-F-2, Component X-G-1, Component
X-G-2, Component X-H-1, Component X-H-2, Component X-J-1 and Component X-J-2;

                  (iv) With respect to any Distribution Date after the
Distribution Date in ____________, through and including the Distribution Date
in _____________, the sum of (a) the lesser of $_____________ and the then
Component Notional Amounts of Component X-A-3-2 and Component X-A-3-3, (b) the
then Component Notional Amounts of Component X-A-4-1, Component X-A-4-2,
Component X-A-4-3, Component X-B, Component X-C, Component X-D, Component X-E,
Component X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component
X-H-1 and Component X-H-2 and (c) the lesser of $____________ and the then
Component Notional Amount of Component X-J-2;

                  (v) With respect to any distribution date after the
Distribution Date in ____________, through and including the Distribution Date
in ____________, the sum of (a) the lesser of $_____________ and the then
Component Notional Amount of Component X-A-3-3, (b) the then Component Notional
Amounts of Component X-A-4-1, Component X-A-4-2,

                                       13
<PAGE>

Component X-A-4-3, Component X-B, Component X-C, Component X-D, Component X-E,
Component X-F-1, Component X-F-2, Component X-G-1 and Component X-G-2 and (c)
the lesser of $___________ and the then Component Notional Amount of Component
X-H-2;

                  (vi) With respect to any Distribution Date after the
Distribution Date in ______________, through and including the Distribution Date
in ________________, the sum of (a) the lesser of $_____________ and the then
Component Notional Amounts of Component X-A-4-2 and Component X-A-4-3, (b) the
then Component Notional Amounts of Component X-B, Component X-C, Component X-D,
Component X-E, Component X-F-1, Component X-F-2 and (c) the lesser of
$______________ and the then Component Notional Amount of Component X-G-2;

                  (vii) With respect to any Distribution Date after the
Distribution Date in _____________ through and including the Distribution Date
in ____________, the sum of (a) the lesser of $_______________ and the then
Component Notional Amount of Component X-A-4-3, (b) the then Component Notional
Amounts of Component X-B, Component X-C, Component X-D and Component X-E and (c)
the lesser of $____________ and the then Component Notional Amount of Component
X-F-2; and

                  (viii) With respect to any Distribution Date after the
Distribution Date in _________________, $0.

                  "Class XP Reference Rate": For any Distribution Date, the
rate per annum corresponding to such Distribution Date on Exhibit AA.

                  "Class XP Strip Rate": With respect to each of the Class XP
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the Class XP Termination Date for such
Class XP Component, (x) the lesser of (I) the Weighted Average Net Mortgage Rate
for such Distribution Date and (II) the Class XP Reference Rate for such
Distribution Date minus (y) the Pass-Through Rate in effect for such
Distribution Date for the Corresponding Certificates (provided that in no event
shall any Class XP Strip Rate be less than zero), and (ii) for any Distribution
Date occurring after the Class XP Termination Date for such Class XP Component,
0% per annum.

                  "Class XP Termination Date": With respect to each Class XP
Component, the following Distribution Date:

                         Class XP Component       Distribution Date
                         ------------------       -----------------
                               X-A-1-1
                               X-A-1-2
                               X-A-2-1
                               X-A-2-2
                               X-A-2-3
                               X-A-3-1
                                X-J-1
                               X-A-3-2

                                       14
<PAGE>

                         Class XP Component       Distribution Date
                         ------------------       -----------------
                                X-H-1
                                X-J-2
                               X-A-3-3
                               X-A-4-1
                                X-G-1
                                X-H-2
                               X-A-4-2
                                X-F-1
                                X-G-2
                               X-A-4-3
                                 X-B
                                 X-C
                                 X-D
                                 X-E
                                X-F-2

                  "Class Z-I Certificate": Any one of the Certificates with a
"Class Z-I" designation on the face thereof, substantially in the form of
Exhibit A-20 attached hereto, and evidencing a proportionate interest in the
Additional Interest that is described in Section 4.01(b).

                  "Class Z-II Certificate": Any one of the Certificates with a
"Class Z-II" designation on the face thereof, substantially in the form of
Exhibit A-21 attached hereto, and evidencing a proportionate interest in the
Additional Interest that is described in Section 4.01(b).

                  "Closing Date": __________, 200_.

                  "CMSA": The Commercial Mortgage Securities Association
(formerly the Commercial Real Estate Secondary Market and Securitization
Association) or any successor organization.

                  "CMSA Bond File": The monthly report in the "CMSA Bond File"
format substantially in the form of and containing the information called for
therein, a form of which is attached hereto as Exhibit W, or such other form for
the presentation of such information as may be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Bond File" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Trustee.

                  "CMSA Collateral Summary File": The monthly report in the
"CMSA Collateral Summary File" format substantially in the form of and
containing the information called for therein, a form of which is attached
hereto as Exhibit X, or such other form for the presentation of such information
as may be approved by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Collateral Summary File"
available as of the Closing Date on the CMSA website, is reasonably acceptable
to the Trustee.



                                       15
<PAGE>

                  "CMSA Financial File": The monthly report in the "CMSA
Financial File" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, a form of which is
attached hereto as Exhibit Y, or such other form for the presentation of such
information as may be approved by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Financial
File" available as of the Closing Date on the CMSA website, is reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable.

                  "CMSA Loan Periodic Update File": The monthly report in the
"CMSA Loan Periodic Update File" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, a form of
which is attached hereto as Exhibit U, or such other form for the presentation
of such information as may be approved by the CMSA for commercial mortgage
securities transactions generally and, insofar as it requires the presentation
of information in addition to that called for by the form of the "CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Trustee, Master Servicer and the Special Servicer.

                  "CMSA Loan Setup File": The report in the "CMSA Loan Setup
File" format substantially in the form of and containing the information called
for therein for the Mortgage Loans, a form of which is attached hereto as
Exhibit Z, or such other form for the presentation of such information as may be
approved by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Loan Setup File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Trustee, Master
Servicer and the Special Servicer.

                  "CMSA Property File": The monthly report in the "CMSA Property
File" format substantially in the form of and containing the information called
for therein for each Mortgaged Property, a form of which is attached hereto as
Exhibit K, or such other form for the presentation of such information as may be
approved by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Property File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

                  "Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of the Treasury
promulgated thereunder.

                  "Collection Period": With respect to any Distribution Date,
the period commencing on the day immediately following the Determination Date
for the preceding Distribution Date (or, in the case of the initial Distribution
Date, commencing immediately following the Cut-off Date) and ending on and
including the related Determination Date.

                  "Comparative Financial Status Report": A report substantially
containing the content described in Exhibit L attached hereto, setting forth,
among other things, the occupancy, revenue, net operating income and Debt
Service Coverage Ratio for each Mortgage Loan or the


                                       16
<PAGE>

related Mortgaged Property, calculated as of the last day of the calendar month
immediately preceding the preparation of such report, for (i) each of the three
immediately preceding monthly periods (to the extent such information is
available), (ii) the most current available year-to-date, (iii) the previous two
full fiscal years stated separately, and (iv) the "base year" (representing the
original analysis of information used as of the Cut-off Date). For the purposes
of the Master Servicer's production of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer may
conclusively rely (without independent verification), absent manifest error, on
information provided to it by the related Mortgage Loan Seller.

                  "Component": Each of Component X-A-1-1, Component X-A-1-2,
Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-3-1,
Component X-A-3-2, Component X-A-3-3, Component X-A-4-1, Component X-A-4-2,
Component X-A-4-3, Component X-B, Component X-C, Component X-D, Component X-E,
Component X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component
X-H-1, Component X-H-2, Component X-J-1, Component X-J-2, Component X-K,
Component X-L, Component X-M, Component X-N and Component X-O.

                  "Component X-A-1-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of
determination.

                  "Component X-A-1-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-2 as of any date of
determination.

                  "Component X-A-2-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2-1 as of any date of
determination.

                  "Component X-A-2-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2-2 as of any date of
determination.

                  "Component X-A-2-3": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-2-3 as of any date of
determination.

                  "Component X-A-3-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-3-1 as of any date of
determination.

                                       17
<PAGE>

                  "Component X-A-3-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-3-2 as of any date of
determination.

                  "Component X-A-3-3": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-3-3 as of any date of
determination.

                  "Component X-A-4-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-4-1 as of any date of
determination.

                  "Component X-A-4-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-4-2 as of any date of
determination.

                  "Component X-A-4-3": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-4-3 as of any date of
determination.

                  "Component X-B": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LB as of any date of
determination.

                  "Component X-C": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LC as of any date of
determination.

                  "Component X-D": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LD as of any date of
determination.

                  "Component X-E": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LE as of any date of
determination.

                  "Component X-F-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a


                                       18
<PAGE>

Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any date of determination.

                  "Component X-F-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LF-2 as of any date of
determination.

                  "Component X-G-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LG-1 as of any date of
determination.

                  "Component X-G-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LG-2 as of any date of
determination.

                  "Component X-H-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LH-1 as of any date of
determination.

                  "Component X-H-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LH-2 as of any date of
determination.

                  "Component X-J-1": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LJ-1 as of any date of
determination.

                  "Component X-J-2": One of the twenty-eight components of the
Class XC Certificates and one of the twenty-three components of the Class XP
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LJ-2 as of any date of
determination.

                  "Component X-K": One of the twenty-eight components of the
Class XC Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LK-1 as of any
date of determination.

                  "Component X-L": One of the twenty-eight components of the
Class XC Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LL as of any date
of determination.

                                       19
<PAGE>


                  "Component X-M": One of the twenty-eight components of the
Class XC Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LM as of any date
of determination.

                  "Component X-N": One of the twenty-eight components of the
Class XC Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LN as of any date
of determination.

                  "Component X-O": One of the twenty-eight components of the
Class XC Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LO as at any date
of determination.

                  "Component Notional Amount": With respect to each Component
and any date of determination, an amount equal to the then REMIC I Principal
Balance of its Corresponding REMIC I Regular Interest.

                  "Controlling Class": As of any date of determination, the
Class of Sequential Pay Certificates, (a) which bears the latest alphabetical
Class designation and (b) the Class Principal Balance of which is (i) greater
than __% of the Original Class Principal Balance thereof (without considering
any Appraisal Reductions) and (ii) equal to or greater than ___% of the sum of
the Original Class Principal Balances of all the Sequential Pay Certificates;
provided, however, that if no Class of Sequential Pay Certificates satisfies
clause (b) above, the Controlling Class shall be the outstanding Class of
Certificates (other than the Residual Certificates or the Class X Certificates)
bearing the latest alphabetical Class designation. With respect to determining
the Controlling Class, the Class A-1, the Class A-2, the Class A-3 and the Class
A-4 Certificates shall be deemed a single Class of Certificates.

                  "Controlling Class Representative":  As defined in Section
3.25.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its asset-backed securities trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at [address], Attention:,
Attn: Asset Backed Securities Trust Services Group - Merrill Lynch Mortgage
Trust, Series 200_-____.

                  "Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be a Specially Serviced
Mortgage Loan in accordance with the definition of "Specially Serviced Mortgage
Loan".

                  "Corresponding Certificate": As defined in the Preliminary
Statement with respect to any Corresponding Component or any Corresponding REMIC
I Regular Interest.

                  "Corresponding Component": As defined in the Preliminary
Statement with respect to any Corresponding Certificate or any Corresponding
REMIC I Regular Interest.

                  "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
any Component of the Class X Certificates.

                                       20
<PAGE>

                  "Crossed Loan":  As defined in Section 2.03.

                  "Crossed Group":  As defined in Section 2.03.

                  "Custodian": A Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, a Mortgage Loan Seller or an Affiliate
of the Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or if such custodian has been so appointed, but the Trustee shall have
terminated such appointment, then the Trustee shall be the Custodian.

                  "Cut-off Date": With respect to any Mortgage Loan, the Due
Date for such Mortgage Loan in ____ 200_.

                  "Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all unscheduled payments of principal received on or before
such date and the principal component of all Periodic Payments due on or before
such date, whether or not received.

                  "Debt Service Coverage Ratio": With respect to any Mortgage
Loan, as of any date of determination, the ratio of (x) the annualized Net
Operating Income (before payment of any debt service on such Mortgage Loan)
generated by the related Mortgaged Property during the most recently ended
period of not less than six months and not more than twelve months for which
financial statements, if available (whether or not audited) have been received
by or on behalf of the related Mortgage Loan Seller (prior to the Closing Date)
or the Master Servicer or the Special Servicer (following the Closing Date), to
(y) twelve times the amount of the Periodic Payment in effect for such Mortgage
Loan as of such date of determination.

                  "Defaulted Mortgage Loan": A Mortgage Loan (i) that is
delinquent sixty days or more in respect to a Periodic Payment (not including
the Balloon Payment) or (ii) is delinquent in respect of its Balloon Payment
unless the Master Servicer has, on or prior to the Due Date of such Balloon
Payment, received written evidence from an institutional lender of such lender's
binding commitment to refinance such Mortgage Loan within 60 days after the Due
Date of such Balloon Payment (provided that if such refinancing does not occur
during such time specified in the commitment, the related Mortgage Loan shall
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.

                  "Defaulting Party":  As defined in Section 7.01(b).

                  "Defeasance Collateral": With respect to any Defeasance Loan,
the United States government obligations required or permitted to be pledged in
lieu of prepayment pursuant to the terms thereof.

                  "Defeasance Loan": Any Mortgage Loan identified as a
Defeasance Loan on the Mortgage Loan Schedule which permits or requires the
related Mortgagor (or permits the holder


                                       21
<PAGE>

of such Mortgage Loan to require the related Mortgagor) to pledge Defeasance
Collateral to such holder in lieu of prepayment.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

                  "Definitive Certificate":  As defined in Section 5.03(a).

                  "Delinquent Loan Status Report": A report substantially
containing the content described in Exhibit O attached hereto, setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the Determination Date immediately preceding the preparation of such report,
were delinquent 30-59 days, delinquent 60-89 days, delinquent 90 days or more,
current but constituted Specially Serviced Mortgage Loans, or were in
foreclosure but were not REO Property and the status of resolution.

                  "Depositor": Merrill Lynch Mortgage Investors, Inc. or its
successor in interest.

                  "Depository": The Depository Trust Company, or any successor
depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended.

                  "Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  "Determination Date": The eighth day of each calendar month,
or if such eighth day is not a Business Day, the next succeeding Business Day.

                  "Determination Information":  As defined in Section 3.18(b).

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management of
such REO Property, the holding of such REO Property primarily for sale or lease
or the performance of any construction work thereon, in each case other than
through an Independent Contractor; provided, however, that the Trustee (or the
Special Servicer or any Sub-Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Special Servicer or any Sub-Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.

                  "Discount Rate": With respect to any prepaid Mortgage Loan or
REO Loan for purposes of allocating any Yield Maintenance Charge received
thereon or with respect thereto among the respective Classes of the Sequential
Pay Certificates (other than any Excluded Class


                                       22
<PAGE>

thereof), an amount equal to the discount rate stated in the Mortgage Loan
documents related to such Mortgage Loan or REO Loan used in calculating the
related Prepayment Premium or Yield Maintenance Charge; provided, that if a
discount rate is not stated thereon, the "Discount Rate" will be an amount equal
to the yield (when compounded monthly) on the U.S. Treasury issue with a
maturity date closest to the maturity date for such prepaid Mortgage Loan or REO
Loan. In the event there are two or more such U.S. Treasury issues (a) with the
same coupon, the issue with the lowest yield shall apply, and (b) with maturity
dates equally close to the maturity date for the prepaid Mortgage Loan or REO
Loan, the issue with the earliest maturity date shall apply.

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

                  "Distributable Certificate Interest": With respect to any
Class of Regular Certificates for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (other than with respect to the Class X Certificates) (to not less than
zero) by (i) the product of (a) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (b) a fraction, expressed as a
decimal, the numerator of which is the Accrued Certificate Interest in respect
of such Class of Certificates for such Distribution Date, and the denominator of
which is the aggregate Accrued Certificate Interest in respect of all the
Classes of Regular Certificates for such Distribution Date, and (ii) with
respect to each such Class (other than the Class X Certificates), such Class'
share of any Certificate Deferred Interest allocated to such Class in accordance
with Section 4.04(c).

                  "Distribution Account": The segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b) which shall be
entitled "[Trustee], as Trustee, in trust for the registered holders of Merrill
Lynch Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
200_-____."

                  "Distribution Date": The fourth Business Day after the
related Determination Date commencing in ______ 200_.

                  "Distribution Date Statement":  As defined in Section 4.02(a).

                                       23
<PAGE>

                  "Document Defect":  As defined in Section 2.03(a).

                  "Due Date": With respect to (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on such Mortgage Loan is scheduled
to be first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day
of the month set forth in the related Mortgage Note on which each Periodic
Payment on such Mortgage Loan had been scheduled to be first due; and (iii) any
REO Loan, the day of the month set forth in the related Mortgage Note on which
each Periodic Payment on the related Mortgage Loan had been scheduled to be
first due.

                  "Eligible Account": Any of (i) an account maintained with a
federal or state chartered depository institution or trust company, and with
respect to deposits held for 30 days or more in such account the (a) long-term
deposit or unsecured debt obligations of which are rated at least (A) "Aa3" by
Moody's (if then rated by Moody's) and (B) "AA-" by S&P (or "A-" provided the
short-term unsecured debt obligations are rated at least "A-1" by S&P) (or, with
respect to any such Rating Agency, such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the applicable Rating Agency), at any
time such funds are on deposit therein, or with respect to deposits held for
less than 30 days in such account the (b) short-term deposits of which are rated
at least "P-1" by Moody's (if then rated by Moody's) and "A-1" by S&P (or, with
respect to any such Rating Agency, such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates) as evidenced in writing by the applicable Rating Agency at any
time such funds are on deposit therein, or (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company, is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), having in either case a combined capital and surplus of at least
$________ and subject to supervision or examination by federal or state
authority, or the use of such account would not, in and of itself, cause a
qualification, downgrading or withdrawal of the then-current rating assigned to
any Class of Certificates, as confirmed in writing by each Rating Agency.

                  "Environmental Assessment": A "Phase I assessment" as
described in, and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily
Guide or any successor provisions covering the same subject matter in the case
of a Specially Serviced Mortgage Loan as to which the related Mortgaged Property
is multifamily property or (ii) the American Society for Testing and Materials
in the case of Specially Serviced Mortgage Loan as to which the related
Mortgaged Property is not multifamily property.

                  "ERISA": The Employee Retirement Income Security Act of
1974, as amended.

                  "ERISA Restricted Certificate": Any Class H, Class J, Class K,
Class L, Class M, Class N or Class O Certificate; provided, that any such
Certificate (a) will cease to be considered an ERISA Restricted Certificate and
(b) will cease to be subject to the transfer restrictions related to ERISA
Restricted Certificates contained in Section 5.02(c) if, as of the date of a
proposed transfer of such Certificate, either (i) it is rated in one of the four
highest generic ratings


                                       24
<PAGE>

categories by a Rating Agency or (ii) relevant provisions of ERISA would permit
transfer of such Certificate to a Plan.

                  "Escrow Payment": Any payment received by the Master Servicer
or the Special Servicer for the account of any Mortgagor for application toward
the payment of real estate taxes, assessments, insurance premiums, ground rents
(if applicable) and other similar items in respect of the related Mortgaged
Property.

                  "Event of Default": One or more of the events described in
Section 7.01(a).

                  "Exchange Act": Securities Exchange Act of 1934, as amended.

                  "Excluded Class": Any Class of Sequential Pay Certificates
other than the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and Class G Certificates.

                  "Exemptions": Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29, PTE 96-22 and Final Authorization Number 97-03E, each
as amended by PTE 2000-58, and as each may be amended from time to time, or any
successor thereto.

                  "FDIC": Federal Deposit Insurance Corporation or any
successor.

                  "FHLMC": Freddie Mac or any successor.

                  "Final Recovery Determination": A determination by the Special
Servicer with respect to any Defaulted Mortgage Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by any
of the Mortgage Loan Sellers, pursuant to the Merrill Mortgage Loan Purchase
Agreement or the [Seller] Mortgage Loan Purchase Agreement, as applicable, or
the Special Servicer pursuant to Section 3.18(c), 3.18(e), 3.18(h) or 3.18(m) or
by the Master Servicer or the Special Servicer pursuant to Section 9.01) that
there has been a recovery of all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries that the Special Servicer has determined, in
accordance with the Servicing Standard, will be ultimately recoverable.

                  "Fiscal Agent": [Fiscal Agent], its successor in interest,
or any successor fiscal agent appointed as herein provided.

                  "FNMA": Federal National Mortgage Association or any
successor.

                  "Grantor Trust": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which are the Grantor
Trust Assets.

                  "Grantor Trust Assets": The segregated pool of assets
consisting of any Additional Interest with respect to the ARD Loans after their
respective Anticipated Repayment Dates and amounts held from time to time in the
Additional Interest Account that represent Additional Interest.



                                       25
<PAGE>

                  "Grantor Trust Provisions": Subpart E of Subchapter J of the
Code.

                  "Ground Lease": With respect to any Mortgage Loan for which
the Mortgagor has a leasehold interest in the related Mortgaged Property or
space lease within such Mortgaged Property, the lease agreement creating such
leasehold interest.

                  "Hazardous Materials": Any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations now existing or hereafter enacted,
and specifically including, without limitation, asbestos and asbestos-containing
materials, polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products and urea formaldehyde.

                  "Historical Liquidation Report": A report substantially
containing the information described in Exhibit Q attached hereto, setting
forth, among other things, as of the close of business on the Determination Date
immediately preceding the preparation of such report, (i) the aggregate amount
of Liquidation Proceeds and expenses relating to each Final Recovery
Determination made, both during the related Collection Period and historically,
and (ii) the amount of Realized Losses occurring during the related Collection
Period, set forth on a Mortgage Loan-by-Mortgage Loan basis.

                  "Historical Loan Modification Report": A report substantially
containing the information described in Exhibit P attached hereto, setting
forth, among other things, those Mortgage Loans which, as of the close of
business on the Determination Date immediately preceding the preparation of such
report, have been modified pursuant to this Agreement (i) during the related
Collection Period and (ii) since the Cut-off Date, showing the original and the
revised terms thereof.

                  "Holder":  A Certificateholder.

                  "HUD-Approved Servicer": A servicer approved by the Secretary
of Housing and Urban Development pursuant to Section 207 of the National Housing
Act.

                  "Impound Reserve":  As defined in Section 3.16(c) hereof.

                  "Independent": When used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Trustee, the Fiscal Agent and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Trustee, the Fiscal Agent or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Mortgage Loan Sellers, the Master Servicer,
the Controlling Class Representative, the Special Servicer, the Trustee, the
Fiscal Agent or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Mortgage Loan Sellers, the Master Servicer, the Controlling Class
Representative, the Special Servicer, the Trustee, the Fiscal Agent or any
Affiliate thereof merely because such Person is the beneficial owner of _% or
less


                                       26
<PAGE>

of any class of securities issued by the Depositor, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer, the Controlling Class Representative,
the Trustee, the Fiscal Agent or any Affiliate thereof, as the case may be.

                  "Independent Appraiser": An Independent professional real
estate appraiser who is a member in good standing of the Appraisal Institute,
and, if the State in which the subject Mortgaged Property is located certifies
or licenses appraisers, certified or licensed in such State, and in each such
case, who has a minimum of five years experience in the subject property type
and market.

                  "Independent Contractor": Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of the Code if REMIC I were a real estate investment trust (except
that the ownership test set forth in that section shall be considered to be met
by any Person that owns, directly or indirectly, 35 percent or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Trust Fund,
delivered to the Trustee and the Master Servicer), so long as REMIC I does not
receive or derive any income from such Person and provided that the relationship
between such Person and REMIC I is at arm's length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5), or any other Person upon receipt by
the Trustee, the Fiscal Agent of an Opinion of Counsel, which shall be at no
expense to the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Trust Fund, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code, or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.

                  "Insurance Policy": With respect to any Mortgage Loan, any
hazard insurance policy, flood insurance policy, title policy or other insurance
policy that is maintained from time to time in respect of such Mortgage Loan or
the related Mortgaged Property.

                  "Insurance Proceeds": Proceeds paid under any Insurance
Policy, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property, released to the Mortgagor, or any tenants or ground
lessors, as the case may be, pursuant to the terms of the related Mortgage or
lease, in accordance with the Servicing Standard.

                  "Insured Environmental Event":  As defined in Section 3.08(c).

                  "Insured Event": With respect to a Lease Enhancement Policy,
any occurrence, condition or event that gives rise or with the passage of time
will give rise to a claim under the Lease Enhancement Policy.

                  "Interest Accrual Period": With respect to each Class of
Regular Certificates, the REMIC I Regular Interests and any Distribution Date,
the calendar month immediately preceding the calendar month in which such
Distribution Date occurs. Notwithstanding the


                                       27
<PAGE>

foregoing, each Interest Accrual Period is deemed to consist of 30 days for
purposes of calculating interest on the Regular Certificates and REMIC I Regular
Interests.

                  "Interest Reserve Account": The segregated account created and
maintained by the Master Servicer pursuant to Section 3.04(c) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "[Master
Servicer], as Master Servicer for [Trustee], as Trustee, on behalf of and in
trust for the registered holders of Merrill Lynch Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 200_-____".

                  "Interest Reserve Amount": With respect to each Interest
Reserve Loan and each Distribution Date that occurs in February of each year and
in January of each year that is not a leap year, an amount equal to one day's
interest at the related Mortgage Rate (without regard to the second proviso in
the definition thereof) on the related Stated Principal Balance as of the Due
Date in the month in which such Distribution Date occurs (but prior to the
application of any amounts owed on such Due Date), to the extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due Date as of the
related P&I Advance Date.

                  "Interest Reserve Loan": Each Mortgage Loan that is an
Actual/360 Mortgage Loan.

                  "Interested Person": The Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Independent Contractor
hired by the Special Servicer, any Holder of a Certificate or any Affiliate of
any such Person.

                  "Interim Delinquent Loan Status Report": A report
substantially containing the content described in Exhibit T attached hereto,
setting forth those Mortgage Loans which, as of the last day of the calendar
month immediately preceding the preparation of such report, were delinquent.

                  "Internet Website": The Internet Websites maintained by the
Trustee and, if applicable, the Master Servicer initially located at
"www._____________" and "www.___________", respectively, or such other address
as provided to the parties hereto from time to time.

                  "Investment Account": As defined in Section 3.06(a).

                  "Issue Price": With respect to each Class of Certificates,
the "issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received thereon during any Collection Period, other than Penalty
Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds or
otherwise, which represent late collections of the principal and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed
Scheduled Payment in respect of such Mortgage Loan due or deemed due on a Due
Date in a previous Collection Period, and not previously recovered. With respect
to any REO Loan, all amounts received in connection with the related REO
Property during any Collection Period, whether as Insurance Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of the principal and/or interest portions of a Scheduled Payment



                                       28
<PAGE>

(other than a Balloon Payment) or an Assumed Scheduled Payment in respect of the
predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such
REO Loan due or deemed due on a Due Date in a previous Collection Period and not
previously recovered.

                  "Lease Enhancement Policy": With respect to Mortgage Loan
number __ on the Mortgage Loan Schedule, any non-cancelable lease enhancement
insurance policy that insures against certain losses arising out of casualty
and/or condemnation of the related Mortgage Property.

                  "Lease Enhancement Policy Insurer": With respect to the Lease
Enhancement Policy, Lexington Insurance Company; together with any assignee,
successor or subsequent insurer thereunder.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the Merrill
Mortgage Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase
Agreement, as applicable; or (iv) such Mortgage Loan is purchased by the
Majority Subordinate Certificateholder or the Special Servicer pursuant to
Section 3.18(c), 3.18(e), 3.18(h) or 3.18(m) or by the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder pursuant to
Section 9.01. With respect to any REO Property (and the related REO Loan), any
of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property; or (ii) such REO Property is purchased by the Master
Servicer or the Special Servicer or the Majority Subordinate Certificateholder
pursuant to Section 9.01.

                  "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the rights of the Mortgagor under the terms of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or other
collateral constituting security for a Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder or the Special Servicer pursuant to
Section 3.18(c), 3.18(e), 3.18(h) or 3.18(m); (v) the repurchase of a Mortgage
Loan by a Mortgage Loan Seller, pursuant to the Merrill Mortgage Loan Purchase
Agreement or the [Seller] Mortgage Loan Purchase Agreement, as applicable; or
(vi) the purchase of a Mortgage Loan or REO Property by the Master Servicer, the
Special Servicer, or the Majority Subordinate Certificateholder pursuant to
Section 9.01.

                  "Loan-to-Value Ratio": With respect to any Mortgage Loan, as
of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the then current principal amount of such Mortgage Loan,
and the denominator of which is the Appraised Value of the related Mortgaged
Property.

                                       29
<PAGE>

                  "Lockout Period": With respect to any Mortgage Note that
prohibits the Mortgagor from prepaying such Mortgage Loan until a date specified
in such Mortgage Note, the period from the Closing Date until such specified
date.

                  "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (other than any Holder which is
an Affiliate of the Depositor or a Mortgage Loan Seller) entitled to greater
than __% of the Voting Rights allocated to the Controlling Class; provided,
however, that if there is no single Holder of Certificates entitled to greater
than ___% of the Voting Rights allocated to such Class, then the Majority
Subordinate Certificateholder shall be the single Holder of Certificates with
the largest percentage of Voting Rights allocated to such Class. With respect to
determining the Majority Subordinate Certificateholder, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4
Certificates shall be deemed to be a single Class of Certificates, with such
Voting Rights allocated among the Holders of Certificates of such Classes in
proportion to the respective Certificate Principal Balances of such Certificates
as of such date of determination.

                  "Master Servicer": [Master Servicer], its successor in
interest, or any successor master servicer appointed as herein provided.

                  "Master Servicing Fee": With respect to each Mortgage Loan
and each REO Loan the fee payable to the Master Servicer pursuant to Section
3.11(a).

                  "Master Servicing Fee Rate": With respect to each Mortgage
Loan the percentage set forth under the column "Master Servicing Fee Rate" on
the Mortgage Loan Schedule.

                  "Merrill Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the Merrill Mortgage Loan
Purchase Agreement.

                  "Merrill Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of _______________, between the
Depositor and MLMLI and relating to the transfer of the Merrill Mortgage Loans
to the Depositor.

                  "MLMLI": Merrill Lynch Mortgage Lending, Inc. or its successor
in interest.

                  "Money Term": With respect to any Mortgage Loan, the maturity
date, Mortgage Rate, Stated Principal Balance, amortization term or payment
frequency thereof or any provision thereof requiring the payment of a Prepayment
Premium or Yield Maintenance Charge in connection with a Principal Prepayment
(but not any late fees or default interest provisions).

                  "Moody's": Moody's Investors Service, Inc. or its successor
in interest. If neither such Rating Agency nor any successor remains in
existence, "Moody's" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Master Servicer and the Special Servicer, and specific ratings of Moody's herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.



                                       30
<PAGE>

                  "Mortgage": With respect to any Mortgage Loan, the mortgage,
deed of trust, deed to secure debt or similar instrument that secures the
Mortgage Note and creates a lien on the fee or leasehold interest in the related
Mortgaged Property.

                  "Mortgage Deferred Interest": With respect to any Mortgage
Loan as to which the Mortgage Rate has been reduced through a modification and
any Distribution Date, the amount by which (a) interest accrued at such reduced
rate is less than (b) the amount of interest that would have accrued on such
Mortgage Loan at the Mortgage Rate before such reduction, to the extent such
amount has been added to the outstanding principal balance of such Mortgage
Loan.

                  "Mortgage File": With respect to any Mortgage Loan,
collectively the following documents:

                  (i) the original executed Mortgage Note including any power of
         attorney related to the execution thereof (or a lost note affidavit and
         indemnity with a copy of such Mortgage Note attached thereto), together
         with any and all intervening endorsements thereon, endorsed on its face
         or by allonge attached thereto (without recourse, representation or
         warranty, express or implied) to the order of [Trustee], as trustee for
         the registered holders of Merrill Lynch Mortgage Trust, Commercial
         Mortgage Pass-Through Certificates, Series 200_-____, or in blank;

                  (ii) an original or copy of the Mortgage, together with any
         and all intervening assignments thereof, in each case with evidence of
         recording indicated thereon or certified by the applicable recording
         office;

                  (iii) an original or copy of any related Assignment of Leases
         (if such item is a document separate from the Mortgage), together with
         any and all intervening assignments thereof, in each case with evidence
         of recording indicated thereon or certified by the applicable recording
         office;

                  (iv) an original executed assignment, in recordable form
         (except for completion of the assignee's name (if the assignment is
         delivered in blank)) of (a) the Mortgage, (b) any related Assignment of
         Leases (if such item is a document separate from the Mortgage) and (c)
         any other recorded document relating to the Mortgage Loan otherwise
         included in the Mortgage File, in favor of [Trustee], as trustee for
         the registered holders of Merrill Lynch Mortgage Trust, Commercial
         Mortgage Pass-Through Certificates, Series 200_-____, or in blank;

                  (v) an original assignment of all unrecorded documents
         relating to the Mortgage Loan (to the extent not already assigned
         pursuant to clause (iv) above), in favor of [Trustee], as trustee for
         the registered holders of Merrill Lynch Mortgage Trust, Commercial
         Mortgage Pass-Through Certificates, Series 200_-____, or in blank;

                  (vi) originals or copies of any consolidation, assumption,
         substitution and modification agreements in those instances where the
         terms or provisions of the Mortgage or Mortgage Note have been
         consolidated or modified or the Mortgage Loan has been assumed;



                                       31
<PAGE>

                  (vii) the original or a copy of the policy or certificate of
         lender's title insurance or, if such policy has not been issued or
         located, an original or copy of an irrevocable, binding commitment
         (which may be a marked version of the policy that has been executed by
         an authorized representative of the title company or an agreement to
         provide the same pursuant to binding escrow instructions executed by an
         authorized representative of the title company) to issue such title
         insurance policy;

                  (viii) any filed copies (bearing evidence of filing) or other
         evidence of filing satisfactory to the Trustee of any prior UCC
         Financing Statements in favor of the originator of such Mortgage Loan
         or in favor of any assignee prior to the Trustee (but only to the
         extent the Mortgage Loan Seller had possession of such UCC Financing
         Statements prior to the Closing Date) and, if there is an effective UCC
         Financing Statement and continuation statement in favor of the Mortgage
         Loan Seller on record with the applicable public office for UCC
         Financing Statements, an original UCC Amendment, in form suitable for
         filing in favor of [Trustee], as trustee for the registered holders of
         Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
         Certificates, Series 200_-____, as assignee, or in blank;

                  (ix) an original or copy of any Ground Lease, guaranty or
         ground lessor estoppel;

                  (x) any intercreditor agreement relating to permitted debt
         of the Mortgagor and any intercreditor agreement relating to mezzanine
         debt related to the Mortgagor; and

                  (xi) copies of any loan agreement, escrow agreement, security
         agreement, lease enhancement policy or letter of credit relating to a
         Mortgage Loan;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clauses
(vi) of this definition, shall be deemed to include only such documents to the
extent the Trustee or Custodian has actual knowledge of their existence.

                  "Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage
Loan Schedule and from time to time held in the Trust Fund. As used herein, the
term "Mortgage Loan" includes the related Mortgage Note, Mortgage, any Lease
Enhancement Policy and other security documents contained in the related
Mortgage File.

                  "Mortgage Loan Documents": Each of the documents listed in
items (i), (ii), (iii), (vi), (x) and (xi) of the definition of "Mortgage File".

                  "Mortgage Loan Schedule": The list of Mortgage Loans
transferred on the Closing Date to the Trustee as part of REMIC I, attached
hereto as Exhibit B and in a computer readable format. Such list shall set forth
the following information with respect to each Mortgage Loan:


                                       32
<PAGE>

                    (i)  the Mortgage Loan number;

                    (ii) the street address (including city, county, state and
                         zip code) and name of the related Mortgaged Property;

                    (iii) the Cut-off Date Balance;

                    (iv) the amount of the Periodic Payment due on the first Due
               Date following the Closing Date;

                    (v) the original Mortgage Rate;

                    (vi) the (A) original term to stated maturity, (B) remaining
               term to stated maturity and (C) the Stated Maturity Date and, in
               the case of an ARD Loan, the Anticipated Repayment Date;

                    (vii) in the case of a Balloon Mortgage Loan, the remaining
               amortization term;

                    (viii) the original and remaining amortization term;

                    (ix) whether the Mortgage Loan is secured by a Ground Lease;

                    (x) the Master Servicing Fee Rate;

                    (xi) whether such Mortgage Loan is an ARD Loan and if so the
               Anticipated Repayment Date and Additional Interest Rate for such
               ARD Loan;

                    (xii) the related Mortgage Loan Seller;

                    (xiii) whether such Mortgage Loan is insured by a Lease
               Enhancement Policy or environmental policy;

                    (xiv) whether such Mortgage Loan is cross-defaulted or
               cross-collateralized with any other Mortgage Loan;

                    (xv) whether such Mortgage Loan is a Defeasance Loan;

                    (xvi) whether the Mortgage Loan is secured by a letter of
               credit;

                    (xvii) whether such Mortgage Loan is an Interest Reserve
               Loan;

                    (xviii) whether payments on such Mortgage Loan are made to a
               lock-box;

                    (xix) the amount of any Reserve Funds escrowed in respect of
               each Mortgage Loan;

                                       33
<PAGE>

                    (xx) the number of units or square feet of such property as
               reported in the rent roll or mortgage loan schedule;

                    (xxi) the number of days of any grace period permitted under
               such Mortgage Loan;

                    (xxii) the property type of such property as reported in the
               rent roll or mortgage loan schedule;

                    (xiii) the original principal balance of such Mortgage Loan;
               and

                    (xxiv) the interest accrual basis of such Mortgage Loan.

                  "Mortgage Loan Seller": MLMLI, [Seller] or their respective
successors in interest.

                  "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.

                  "Mortgage Pool": Collectively, all of the Mortgage Loans and
any successor REO Loans.

                  "Mortgage Rate": With respect to (i) any Mortgage Loan on or
prior to its Stated Maturity Date, the fixed annualized rate, not including any
Additional Interest Rate, at which interest is scheduled (in the absence of a
default) to accrue on such Mortgage Loan from time to time in accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage Loan after its
Stated Maturity Date, the annualized rate described in clause (i) above
determined without regard to the passage of such Stated Maturity Date, but
giving effect to any modification thereof as contemplated by Section 3.20; and
(iii) any REO Loan, the annualized rate described in clause (i) or (ii), as
applicable, above determined as if the predecessor Mortgage Loan had remained
outstanding, provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating the Pass-Through Rates, the Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date
will be the annualized rate at which interest would have to accrue in respect of
such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest actually accrued
(exclusive of Penalty Interest or Additional Interest) in respect of such
Mortgage Loan during such one-month period at the related Mortgage Rate;
provided, however, that with respect to each Interest Reserve Loan, the Mortgage
Rate for the one-month period (A) preceding the Due Dates that occur in January
and February in any year which is not a leap year or preceding the Due Date that
occurs in February in any year which is a leap year will be determined exclusive
of the Interest Reserve Amounts for such months, and (B) preceding the Due Date
in March will be determined inclusive of the Interest Reserve Amounts for the
immediately preceding February and, if applicable, January; provided, further,
that, if the Mortgage Rate of the related Mortgage Loan has been modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment granted or agreed to by the
Special


                                       34
<PAGE>

Servicer pursuant to Section 3.20, solely for purposes of calculating the
Pass-Through Rate, the Mortgage Rate for such Mortgage Loan shall be calculated
without regard to such event.

                  "Mortgaged Property": The property subject to the lien of a
Mortgage.

                  "Mortgagor": The obligor or obligors on a Mortgage Note,
including without limitation, any Person that has acquired the related Mortgaged
Property and assumed the obligations of the original obligor under the Mortgage
Note.

                  "Net Aggregate Prepayment Interest Shortfall": With respect to
any Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls on the Mortgage Loans.

                  "Net Investment Earnings": With respect to the Certificate
Account, the Interest Reserve Account, any Servicing Account, any Reserve
Account or the REO Account (if any) for any Collection Period, the amount, if
any, by which the aggregate of all interest and other income realized during
such Collection Period on funds held in such account, exceeds the aggregate of
all losses, if any, incurred during such Collection Period in connection with
the investment of such funds in accordance with Section 3.06.

                  "Net Investment Loss": With respect to the Certificate
Account, the Interest Reserve Account, any Servicing Account, any Reserve
Account or the REO Account (if any) for any Collection Period, the amount by
which the aggregate of all losses, if any, incurred during such Collection
Period in connection with the investment of funds held in such account in
accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such Collection Period on such funds.

                  "Net Mortgage Rate": With respect to any Mortgage Loan or any
REO Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the applicable Master
Servicing Fee Rate.

                  "Net Operating Income or NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.

                  "New Lease": Any lease of REO Property entered into at the
direction of the Special Servicer on behalf of REMIC I, including any lease
renewed, modified or extended on behalf of REMIC I if REMIC I has the right to
renegotiate the terms of such lease.

                  "NOI Adjustment Worksheet": A report prepared by the Special
Servicer, with respect to each Specially Serviced Mortgage Loan and REO Loan and
by the Master Servicer with respect to each other Mortgage Loan substantially
containing the content described in Exhibit R attached hereto, presenting the
computations made in accordance with the methodology described in Exhibit R to
"normalize" the full year net operating income and debt service coverage numbers
used in the other reports required by this Agreement and in accordance with the
most recent CMSA standards, as such standards may change from time to time.



                                       35
<PAGE>

                  "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.

                  "Nonrecoverable P&I Advance": Any P&I Advance previously made
or proposed to be made in respect of any Mortgage Loan or REO Loan by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, that, as
determined by the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, in accordance with the Servicing Standard with respect to such P&I
Advance will not be ultimately recoverable from Late Collections, Insurance
Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such
Mortgage Loan or REO Loan.

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
by the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent,
as the case may be, that, as determined by the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent in accordance with the Servicing
Standard, will not be ultimately recoverable from Late Collections, Insurance
Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such
Mortgage Loan or REO Property.

                  "Non-Registered Certificate": Unless and until registered
under the Securities Act, any Class XC, Class XP, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class Z-I, Class
Z-II, Class R-I or Class R-II Certificate.

                  "Non-United States Person": Any Person other than a United
States Person.

                  "Officers' Certificate": A certificate signed by a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be, or
by a Responsible Officer of the Trustee.

                  "Operating Statement Analysis": With respect to each Mortgage
Loan and REO Mortgaged Property, a report prepared by the Special Servicer with
respect to each Specially Serviced Mortgage Loan and REO Loan and by the Master
Servicer with respect to each other Mortgage Loan substantially containing the
content described in Exhibit S attached hereto and conforming to the most recent
CMSA standard, as such standards may change from time to time.

                  "Opinion of Counsel": A written opinion of counsel (which
counsel may be a salaried counsel for the Depositor, the Master Servicer or the
Special Servicer) acceptable to and delivered to the Trustee or the Master
Servicer, as the case may be, except that any opinion of counsel relating to (a)
the qualification of REMIC I or REMIC II as a REMIC; (b) the qualification of
the Grantor Trust as a grantor trust; (c) compliance with REMIC Provisions or
(d) the resignation of the Master Servicer or Special Servicer pursuant to
Section 6.04 must be an opinion of counsel who is in fact Independent of the
Master Servicer, the Special Servicer or the Depositor, as applicable.

                  "Option Holder":  As defined in Section 3.18(c).

                  "Option Price":  As defined in Section 3.18(c).



                                       36
<PAGE>

                  "Original Class Principal Balance": With respect to any Class
of Regular Certificates (other than the Class X Certificates), the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

                  "Original Class XC Notional Amount": $_______________.

                  "Original Class XP Notional Amount": $_______________.

                  "Original Notional Amount": The Original Class XC Notional
Amount or the Original Class XP Notional Amount, as the context requires.

                  "OTS": The Office of Thrift Supervision or any successor
thereto.

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

                  "Pass-Through Rate":  With respect to:

                     (i) the Class A-1 Certificates for any Distribution Date,
                         ______% per annum;

                    (ii) the Class A-2 Certificates for any Distribution Date,
                         ______% per annum;

                   (iii) the Class A-3 Certificates for any Distribution Date,
                         ______% per annum;

                    (iv) the Class A-4 Certificates for any Distribution Date,
                         ______% per annum;

                     (v) the Class B Certificates for any Distribution Date,
                         ______% per annum;

                    (vi) the Class C Certificates for any Distribution Date,
                         _____% per annum;

                   (vii) the Class D Certificates for any Distribution Date,
                         _____% per annum;

                  (viii) the Class E Certificates for any Distribution Date,
                         _____% per annum;

                    (ix) the Class F Certificates for any Distribution Date,
                         _____% per annum;

                     (x) the Class G Certificates for any Distribution Date,
                         _____% per annum;

                    (xi) the Class H Certificates for any Distribution Date,
                         _____% per annum;

                   (xii) the Class J Certificates for any Distribution Date,
                         _____% per annum;

                  (xiii) the Class K Certificates for any Distribution Date,
                         _____% per annum;

                   (xiv) the Class L Certificates for any Distribution Date,
                         _____% per annum;

                    (xv) the Class M Certificates for any Distribution Date,
                         _____% per annum;

                                       38
<PAGE>

                    (xvi) the Class N Certificates for any Distribution Date,
                          _____% per annum;

                   (xvii) the Class O Certificates for any Distribution Date,
                          _____% per annum;

                  (xviii) the Class XC Certificates, for the initial
                          Distribution Date, _____% per annum, and for any
                          subsequent Distribution Date, the weighted average of
                          Class XC Strip Rates for the Components for such
                          Distribution Date (weighted on the basis of the
                          respective Component Notional Amounts of such
                          Components outstanding immediately prior to such
                          Distribution Date); and

                    (xix) the Class XP Certificates for the initial Distribution
                          Date, _____% per annum, and for any subsequent
                          Distribution Date, the weighted average of the Class
                          XP Strip Rates for the respective Class XP Components
                          for such Distribution Date (weighted on the basis of
                          the respective Component Notional Amounts of such
                          Components outstanding immediately prior to such
                          Distribution Date).

                  "P&I Advance": As to any Mortgage Loan or REO Loan, any
advance made by the Master Servicer, the Trustee or the Fiscal Agent pursuant to
Section 4.03(a) and (b).

                  "P&I Advance Date": The Business Day immediately preceding
each Distribution Date.

                  "Penalty Interest": With respect to any Mortgage Loan (or
successor REO Loan), any amounts collected thereon, other than late payment
charges, Additional Interest, Prepayment Premiums or Yield Maintenance Charges,
that represent penalty interest (arising out of a default) in excess of interest
on the Stated Principal Balance of such Mortgage Loan (or successor REO Loan)
accrued at the related Mortgage Rate.

                  "Percentage Interest": With respect to any Regular
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the Original Class Principal Balance or Original Notional Amount, as
the case may be, of the relevant Class. With respect to a Residual Certificate,
Class Z-I Certificate or Class Z-II Certificate, the percentage interest in
distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

                  "Periodic Payment": With respect to any Mortgage Loan as of
any Due Date, the scheduled payment of principal and/or interest on such
Mortgage Loan (exclusive of Additional Interest), including any Balloon Payment,
that is actually payable by the related Mortgagor from time to time under the
terms of the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, waiver or amendment granted or agreed
to by the Special Servicer pursuant to Section 3.20).

                                       38
<PAGE>

                    "Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Trustee or
one of its Affiliates if otherwise qualifying hereunder):

                    (i) direct obligations of, or obligations fully guaranteed
               as to timely payment of principal and interest by, the United
               States or any agency or instrumentality thereof (having original
               maturities of not more than 365 days), provided such obligations
               are backed by the full faith and credit of the United States.
               Such obligations must be limited to those instruments that have a
               predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change or be liquidated prior to maturity.
               Interest may either be fixed or variable. In addition, such
               obligations may not have a rating from S&P with an "r"
               highlighter. If such interest is variable, interest must be tied
               to a single interest rate index plus a single fixed spread (if
               any), and move proportionately with that index;

                    (ii) repurchase obligations with respect to any security
               described in clause (i) above (having original maturities of not
               more than 365 days), provided that the short-term deposit or debt
               obligations, of the party agreeing to repurchase such obligations
               are rated in the highest rating categories of each of S&P and
               Moody's or such lower rating as will not result in qualification,
               downgrading or withdrawal of the ratings then assigned to the
               Certificates, as evidenced in writing by the Rating Agencies. In
               addition, it may not have a rating from S&P with an "r"
               highlighter and its terms must have a predetermined fixed dollar
               amount of principal due at maturity that cannot vary or change.
               Interest may either be fixed or variable. If such interest is
               variable, interest must be tied to a single interest rate index
               plus a single fixed spread (if any), and move proportionately
               with that index;

                    (iii) certificates of deposit, time deposits, demand
               deposits and bankers' acceptances of any bank or trust company
               organized under the laws of the United States or any state
               thereof (having original maturities of not more than 365 days),
               the short term obligations of which are rated in the highest
               rating categories of each of S&P and Moody's or such lower rating
               as will not result in qualification, downgrading or withdrawal of
               the ratings then assigned to the Certificates, as evidenced in
               writing by the Rating Agencies. In addition, its terms should
               have a predetermined fixed dollar amount of principal due at
               maturity that cannot vary or change. In addition, it may not have
               a rating from S&P with an "r" highlighter and its terms must have
               a predetermined fixed dollar amount of principal due at maturity
               that cannot vary or change. Interest may either be fixed or
               variable. If such interest is variable, interest must be tied to
               a single interest rate index plus a single fixed spread (if any),
               and move proportionately with that index;

                    (iv) commercial paper (having original maturities of not
               more than 365 days) of any corporation incorporated under the
               laws of the United States or any state thereof (or if not so
               incorporated, the commercial paper is United States Dollar
               denominated and amounts payable thereunder are not subject to any
               withholding imposed by any non-United States jurisdiction) which
               is rated in the highest rating category of each of S&P and
               Moody's or such lower rating as will not result in qualification,
               downgrading or withdrawal of the ratings then assigned to the
               Certificates, as evidenced in writing by the Rating Agencies. The
               commercial paper by its terms must have a predetermined fixed



                                       39
<PAGE>

               dollar amount of principal due at maturity that cannot vary or
               change. In addition, it may not have a rating from S&P with an
               "r" highlighter and its terms must have a predetermined fixed
               dollar amount of principal due at maturity that cannot vary or
               change. Interest may either be fixed or variable. If such
               interest is variable, interest must be tied to a single interest
               rate index plus a single fixed spread (if any), and move
               proportionately with that index;

                    (v) units of money market funds that maintain a constant
               asset value and which are rated in the highest applicable rating
               category by Moody's and which are rated "AAAm" or "AAAm G" by S&P
               (or such lower rating as will not result in qualification,
               downgrading or withdrawal of the ratings then assigned to the
               Certificates, as evidenced in writing by the Rating Agencies) and
               which seeks to maintain a constant net asset value. In addition,
               it may not have a rating from S&P with an "r" highlighter and its
               terms must have a predetermined fixed dollar amount of principal
               due at maturity that cannot vary or change; and

                    (vi) any other obligation or security acceptable to each
               Rating Agency, evidence of which acceptability shall be provided
               in writing by each Rating Agency to the Master Servicer, the
               Special Servicer and the Trustee; provided, however, in no event
               shall such other obligation or security be rated less than
               "Aa2/AA" or "A3/A-1" or "Aa3/P-1" by Moody's or S&P,
               respectively;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than ___% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity.

                  "Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization, a Plan or a Non-United
States Person.

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

                  "Plan":  As defined in Section 5.02(c).

                  "Plurality Residual Certificateholder": As to any taxable year
of REMIC I or REMIC II, the Holder of Certificates holding the largest
Percentage Interest of the related Class of Residual Certificates.

                  "Policy Termination Event": With respect to any Lease
Enhancement Policy any abatement, rescission, cancellation, termination,
contest, legal process, arbitration or disavowal of liability thereunder by the
related insurer.

                  "Prepayment Assumption": For purposes of determining the
accrual of original issue discount, market discount and premium, if any, on the
Certificates for federal income tax


                                       40
<PAGE>

purposes, 0% CPR (within the meaning of the Prospectus), except that it is
assumed that each ARD Loan is repaid on its Anticipated Repayment Date.

                  "Prepayment Interest Excess": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part during any
Collection Period, which Principal Prepayment was applied to such Mortgage Loan
following such Mortgage Loan's Due Date in such Collection Period, the amount of
interest (net of the related Master Servicing Fee and if applicable, the
Additional Interest) accrued on the amount of such Principal Prepayment during
the period from and after such Due Date and ending on the date such Principal
Prepayment was applied to such Mortgage Loan, to the extent collected (exclusive
of any related Prepayment Premium or Yield Maintenance Charge actually
collected).

                  "Prepayment Interest Shortfall": With respect to any Mortgage
Loan that was subject to a voluntary Principal Prepayment in full or in part
during any Collection Period, which Principal Prepayment was applied to such
Mortgage Loan prior to such Mortgage Loan's Due Date in such Collection Period,
the amount of interest, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee
Rate, on the amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive.

                  "Prepayment Premium": Any premium, penalty or fee (other than
a Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.

                  "Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate", then the
Master Servicer shall select an equivalent publication that publishes such
"prime rate"; and if such "prime rate" is no longer generally published or is
limited, regulated or administered by a governmental or quasi-governmental body,
then the Master Servicer shall select a comparable interest rate index. In
either case, such selection shall be made by the Master Servicer in its sole
discretion and the Master Servicer shall notify the Trustee and the Special
Servicer in writing of its selection.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the following:

                  (a) the aggregate of the principal portions of all Scheduled
Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or
deemed due in respect of the Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, to the extent not previously
received or advanced with respect to a Distribution Date prior to the related
Collection Period;

                  (b) the aggregate of all Principal Prepayments received on
the Mortgage Loans during the related Collection Period;



                                       41
<PAGE>

                  (c) with respect to any Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the related Collection
Period, any payment of principal (other than a Principal Prepayment) made by or
on behalf of the related Mortgagor during the related Collection Period
(including any Balloon Payment), net of any portion of such payment that
represents a recovery of the principal portion of any Scheduled Payment (other
than a Balloon Payment) due, or the principal portion of any Assumed Scheduled
Payment deemed due, in respect of such Mortgage Loan on a Due Date during or
prior to the related Collection Period and not previously recovered;

                  (d) the aggregate of the principal portion of all
Liquidation Proceeds, Insurance Proceeds and, to the extent not otherwise
included in clause (a), (b) or (c) above, payments that were received on the
Mortgage Loans during the related Collection Period and that were identified and
applied by the Master Servicer and/or Special Servicer as recoveries of
principal of such Mortgage Loans, in each case net of any portion of such
amounts that represents a recovery of the principal portion of any Scheduled
Payment (other than a Balloon Payment) due, or of the principal portion of any
Assumed Scheduled Payment deemed due, in respect of the related Mortgage Loan on
a Due Date during or prior to the related Collection Period and not previously
recovered;

                  (e) with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Scheduled Payments deemed due in respect of
the related REO Loans for their respective Due Dates occurring during the
related Collection Period;

                  (f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were received
during the related Collection Period on such REO Properties and that were
identified and applied by the Master Servicer and/or Special Servicer as
recoveries of principal of the related REO Loans, in each case net of any
portion of such amounts that represents a recovery of the principal portion of
any Scheduled Payment (other than a Balloon Payment) due, or of the principal
portion of any Assumed Scheduled Payment deemed due, in respect of the related
REO Loan or the predecessor Mortgage Loan on a Due Date during or prior to the
related Collection Period and not previously recovered; and

                  (g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution Amount for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made on the Sequential Pay Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due
Date; and provided that it shall not include a payment of principal that is
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.

                  "Principal Recovery Fee": With respect to each Specially
Serviced Mortgage Loan and REO Loan, the fee payable to the Special Servicer out
of certain related recoveries pursuant to the third paragraph of Section
3.11(c).

                                       42
<PAGE>

                  "Principal Recovery Fee Rate": With respect to all amounts
set forth in the third paragraph of Section 3.11(c), ______%.

                  "Privileged Person": Any Certificateholder, Certificate Owner,
any Person identified to the Trustee or the Master Servicer, as applicable, as a
prospective transferee of a Certificate or interest therein, any Rating Agency,
any Mortgage Loan Seller, any Underwriter or any party hereto; provided that no
Certificate Owner or prospective transferee of a Certificate or interest therein
shall be considered a "Privileged Person" or be entitled to a password or
restricted access as contemplated by Section 3.15 unless such Person has
delivered to the Trustee or the Master Servicer, as applicable, a certification
in the form of Exhibit V-1 or Exhibit V-2, as applicable.

                  "Proposed Plan":  As defined in Section 3.17(a)(iii).

                  "Prospectus": The prospectus dated ______, 200_, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

                  "Prospectus Supplement": The final prospectus supplement
dated _____, 200_ of the Depositor relating to the registration of the
Registered Certificates under the Securities Act.

                  "PTCE 95-60":  As defined in Section 5.02(c).

                  "Purchase Option":  As defined in Section 3.18(c)

                  "Purchase Option Notice":  As defined in Section 3.18(e).

                  "Purchase Price": With respect to any Mortgage Loan (or REO
Loan) to be purchased by a Mortgage Loan Seller pursuant to the Merrill Mortgage
Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase Agreement, as
applicable, by the Majority Subordinate Certificateholder or the Special
Servicer as described in Section 3.18(c), 3.18(e) or 3.18(h) or 3.26(d), or by
the Depositor, the Special Servicer, the Majority Subordinate Certificateholder
or the Master Servicer pursuant to Section 9.01, a cash price equal to the
outstanding principal balance of such Mortgage Loan (or REO Loan) as of the date
of purchase, together with (a) all accrued and unpaid interest on such Mortgage
Loan (or REO Loan) at the related Mortgage Rate to but not including the Due
Date in the Collection Period of purchase plus any accrued interest on P&I
Advances made with respect to such Mortgage Loan, (b) all related and
unreimbursed Servicing Advances plus any accrued and unpaid interest thereon,
(c) any reasonable costs and expenses, including, but not limited to, the cost
of any enforcement action, incurred by the Master Servicer, the Special Servicer
or the Trust Fund in connection with any such purchase by a Mortgage Loan Seller
(to the extent not included in clause (b) above), and (d) any other Additional
Trust Fund Expenses in respect of such Mortgage Loan (including any Additional
Trust Fund Expenses previously reimbursed or paid by the Trust Fund but not so
reimbursed by the related Mortgagor or from Insurance Proceeds or condemnation
proceeds); provided, that the Purchase Price shall not be reduced by any
outstanding P&I Advance; provided, that the Purchase Price shall not be reduced
by any outstanding P& I Advance.

                  "Qualified Bidder":  As defined in Section 7.01(c).

                                       43
<PAGE>

                  "Qualified Insurer": An insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum claims paying ability rating of at least "A2" by
Moody's and "A" by S&P (or the obligations of which are guaranteed or backed by
a company having such a claims paying ability) and (ii) with respect to the
fidelity bond and errors and omissions Insurance Policy required to be
maintained pursuant to Section 3.07(c), an insurance company that has a claims
paying ability rated no lower than two rating categories (without regard to
pluses or minuses or numerical qualifications) below the rating assigned to the
then highest rated outstanding Certificate (or, with respect to the required
Moody's rating, if not rated by Moody's, then at least "A" by two other
nationally recognized statistical rating organizations (which may include S&P))
but in no event lower than "A" by S&P and "A2" by Moody's (or, if not rated by
Moody's, then at least "A" by two other nationally recognized statistical rating
organizations (which may include S&P)), or, in the case of clauses (i) and (ii),
such other rating as each Rating Agency shall have confirmed in writing will not
cause such Rating Agency to downgrade, qualify or withdraw the then-current
rating assigned to any of the Certificates that are then currently being rated
by such Rating Agency.

                  "Qualified Substitute Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding Stated Principal
Balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Stated
Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate
not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the
same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same
basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year
consisting of twelve 30-day months); (v) have a remaining term to stated
maturity not greater than, and not more than two years less than, the remaining
term to stated maturity of the deleted Mortgage Loan; (vi) have an original
Loan-to-Value Ratio not higher than that of the deleted Mortgage Loan and a
current Loan-to-Value Ratio not higher than the then current Loan-to-Value Ratio
of the deleted Mortgage Loan; (vii) comply as of the date of substitution with
all of the representations and warranties set forth in the Merrill Mortgage Loan
Purchase Agreement or the [Seller] Mortgage Loan Purchase Agreement, as
applicable; (viii) have an Environmental Assessment that indicates no adverse
environmental conditions and an engineering report that indicates no adverse
physical condition with respect to the related Mortgaged Property and which will
be delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the deleted Mortgage Loan and a current Debt Service Coverage Ratio of not
less than the current Debt Service Coverage Ratio of the deleted Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two
years prior to the Rated Final Distribution Date; (xii) not be substituted for a
deleted Mortgage Loan unless the Trustee has received prior confirmation in
writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the Mortgage Loan Seller);
(xiii) have a date of origination that is not more than 12 months prior to the
date of substitution; (xiv) have been approved by the Controlling Class
Representative (or, if there is no Controlling Class Representative then
serving, by the Holders of Certificates representing a majority of the Voting
Rights allocated to


                                       44
<PAGE>

the Controlling Class), which approval may not be unreasonably withheld or
delayed; and (xv) not be substituted for a deleted Mortgage Loan if it would
result in the termination of the REMIC status of any of the REMICs established
under this Agreement or the imposition of tax on any of such REMICs other than a
tax on income expressly permitted or contemplated to be received by the terms of
this Agreement, as determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense). In the event that one or more mortgage loans
are substituted for one or more deleted Mortgage Loans, then the amounts
described in clause (i) shall be determined on the basis of aggregate principal
balances and the rates described in clause (ii) above (provided that the lowest
Net Mortgage Rate shall not be lower than the lowest Pass-Through Rate of any
Class of Sequential Pay Certificates outstanding) and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a
weighted average basis. When a Qualified Substitute Mortgage Loan is substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Mortgage Loan meets all of the requirements of the above definition and
shall send such certification to the Trustee.

                  "Rated Final Distribution Date": The Distribution Date in
_______, the first Distribution Date after the 24th month following the end of
the amortization term for the Mortgage Loan that, as of the Cut-off Date, has
the longest amortization term.

                  "Rating Agency":  Each of Moody's and S&P.

                  "Realized Loss": With respect to: (1) each defaulted Mortgage
Loan as to which a Final Recovery Determination has been made, or with respect
to any successor REO Loan as to which a Final Recovery Determination has been
made as to the related REO Property, an amount (not less than zero) equal to (a)
the unpaid principal balance of such Mortgage Loan or REO Loan, as the case may
be, as of the commencement of the Collection Period in which the Final Recovery
Determination was made, plus (b) without taking into account the amount
described in subclause (1)(d) of this definition, all accrued but unpaid
interest on such Mortgage Loan or such REO Loan, as the case may be, at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made (exclusive of any portion
thereof that constitutes Penalty Interest in excess of the Mortgage Rate,
Additional Interest, Prepayment Premiums or Yield Maintenance Charges), plus (c)
any related unreimbursed Servicing Advances and unpaid liquidation expenses as
of the commencement of the Collection Period in which the Final Recovery
Determination was made, together with any new related Servicing Advances made
during such Collection Period, minus (d) all payments and proceeds, if any,
received in respect of such Mortgage Loan or the REO Property that relates to
such REO Loan, as the case may be, during the Collection Period in which such
Final Recovery Determination was made; (2) each defaulted Mortgage Loan as to
which any portion of the principal or previously accrued interest (other than
Additional Interest and Penalty Interest) payable thereunder was canceled in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Special Servicer pursuant to Section 3.20, the amount of
such principal and/or interest so canceled; and (3) each Mortgage Loan as to
which the Mortgage Rate thereon has been permanently reduced and not recaptured
for any period in connection with a bankruptcy or similar proceeding involving
the related Mortgagor or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Special Servicer pursuant to Section 3.20, the
amount of the consequent reduction in the interest portion of each successive



                                       45
<PAGE>

Periodic Payment due thereon (each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Periodic Payment).

                  "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

                  "Registered Certificate": Any Class A-1, Class A-2, Class
A-3, Class A-4, Class B, Class C or Class D Certificate.

                  "Regular Certificate": Any REMIC II Certificate other than a
Class R-II Certificate.

                  "Reimbursement Rate": The rate per annum applicable to the
accrual of interest on Servicing Advances in accordance with Section 3.03(d) and
on P&I Advances in accordance with Section 4.03(d), which rate per annum is
equal to the Prime Rate.

                  "REMIC": A "real estate mortgage investment conduit" as
defined in Section 860D of the Code.

                  "REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.

                   "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans received
after the Closing Date (excluding all Additional Interest on such Mortgage
Loans), together with all documents included in the related Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts held from time
to time in the Certificate Account, the Interest Reserve Account, any REO
Account and, to the extent related to REMIC I, the Distribution Account; (iii)
any REO Property acquired in respect of such a Mortgage Loan; (iv) the rights of
the Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of each
of the Merrill Mortgage Loan Purchase Agreement and the [Seller] Mortgage Loan
Purchase Agreement with respect to such Mortgage Loans; and (v) the rights of
the mortgagee under all Insurance Policies with respect to such Mortgage Loans.

                  "REMIC I Principal Balance": The principal amount of any REMIC
I Regular Interest outstanding as of any date of determination. As of the
Closing Date, the initial REMIC I Principal Balance of each REMIC I Regular
Interest (other than REMIC I Regular Interest LA-1-1, LA-1-2, LA-2-1, LA-2-2,
LA-2-3, LA-3-1, LA-3-2, LA-3-3, LA-4-1, LA-4-2, LA-4-3, LF-1, LF-2, LG-1, LG-2,
LH-1, LH-2, LJ-1 and LJ-2) shall equal the Original Class Principal Balance as
set forth in the Preliminary Statement hereto. As of the Closing Date, the REMIC
I Principal


                                       46
<PAGE>

Balance of REMIC I Regular Interests LA-1-1 and LA-1-2 shall be $_____ and
$_____ respectively, the REMIC I Principal Balance of REMIC I Regular Interests
LA-2-1, LA-2-2 and LA-2-3 shall be $_____, $_____ and $_____ respectively, the
REMIC I Principal Balance of REMIC I Regular Interests LA-3-1, LA-3-2 and LA-3-3
shall be $_____, $_____ and $_____ respectively, the REMIC I Principal Balance
of REMIC I Regular Interests LA-4-1, LA-4-2 and LA-4-3 shall be $_____, $_____
and $_____ respectively, the REMIC I Principal Balance of REMIC I Regular
Interests LF-1 and LF-2 shall be $_____ and $_____ respectively, the REMIC I
Principal Balance of REMIC I Regular Interests LG-1 and LG-2 shall be $_____ and
$_____ respectively, the REMIC I Principal Balance of REMIC I Regular Interests
LH-1 and LH-2 shall be $_____ and $_____ respectively, the REMIC I Principal
Balance of REMIC I Regular Interests LJ-1 and LJ-2 shall be $_____ and $_____
respectively. On each Distribution Date, the REMIC I Principal Balance of each
REMIC I Regular Interest shall be permanently reduced by all distributions of
principal deemed to have been made in respect of such REMIC I Regular Interest
on such Distribution Date pursuant to Section 4.01(h), and shall be further
permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b).

                  "REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I, as described in the Preliminary
Statement hereto.

                  "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, the Weighted Average Net Mortgage Rate.

                  "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests and all amounts held from time to time, to the
extent related to REMIC II, in the Distribution Account conveyed in trust to the
Trustee for the benefit of REMIC II, as holder of the REMIC I Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section 2.08, with
respect to which a separate REMIC election is to be made.

                  "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class XC, Class XP or Class R-II
Certificate.

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

                  "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled [Special
Servicer], as Special Servicer, in trust for registered holders of Merrill Lynch
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
200_-____."

                  "REO Acquisition": The acquisition of any REO Property
pursuant to Section 3.09.

                  "REO Disposition": The sale or other disposition of any REO
Property pursuant to Section 3.18(h).

                                       47
<PAGE>

                  "REO Extension":  As defined in Section 3.16(a).

                  "REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of REMIC I
and deemed to provide for Periodic Payments of principal and/or interest equal
to its Assumed Scheduled Payment and otherwise to have the same terms and
conditions as its predecessor Mortgage Loan (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust Fund). Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan as of the date of the
related REO Acquisition. All Scheduled Payments (other than a Balloon Payment),
Assumed Scheduled Payments (in the case of a Balloon Mortgage Loan delinquent in
respect of its Balloon Payment) and other amounts due and owing, or deemed to be
due and owing, in respect of the predecessor Mortgage Loan as of the date of the
related REO Acquisition, shall be deemed to continue to be due and owing in
respect of an REO Loan. Collections in respect of each REO Loan (after provision
for amounts to be applied to the payment of, or to be reimbursed to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent for the payment
of, the costs of operating, managing, selling, leasing and maintaining the
related REO Property or for the reimbursement of the Master Servicer, the
Trustee or the Fiscal Agent for other related Servicing Advances as provided in
this Agreement) shall be treated: first, as a recovery of accrued and unpaid
interest on such REO Loan at the related Mortgage Rate to but not including the
Due Date in the Collection Period of receipt (exclusive of any portion thereof
that constitutes Additional Interest); second, as a recovery of principal of
such REO Loan to the extent of its entire unpaid principal balance; and third,
in accordance with the normal servicing practices of the Master Servicer, as a
recovery of any other amounts due and owing in respect of such REO Loan,
including, without limitation, (i) Yield Maintenance Charges, Prepayment
Premiums and Penalty Interest and (ii) Additional Interest and other amounts, in
that order. Notwithstanding the foregoing, all amounts payable or reimbursable
to the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, including, without limitation, any unpaid Servicing Fees and any
unreimbursed Servicing Advances and P&I Advances, together with any interest
accrued and payable to the Master Servicer, the Trustee or the Fiscal Agent in
respect of such Servicing Advances and P&I Advances in accordance with Sections
3.03(d) and 4.03(d), shall continue to be payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case may
be, in respect of an REO Loan pursuant to Section 3.05(a).

                  "REO Property": A Mortgaged Property acquired on behalf and in
the name of the Trust Fund for the benefit of the Certificateholders through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan.

                  "REO Revenues": All income, rents, profits and proceeds
derived from the ownership, operation or leasing of any REO Property.

                                       48
<PAGE>

                  "REO Status Report": A report substantially in the form of and
containing the information described in Exhibit M attached hereto, or in such
other form for the presentation of such information as may be recommended by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Special Servicer and setting forth with
respect to each REO Property that was included in the Trust Fund as of the close
of business on the Determination Date immediately preceding the preparation of
such report, among other things, (i) the acquisition date of such REO Property,
(ii) the amount of income collected with respect to such REO Property (net of
related expenses) and other amounts, if any, received on such REO Property
during the related Collection Period and (iii) the value of the REO Property
based on the most recent appraisal or other valuation thereof available to the
Special Servicer as of such Determination Date (including any prepared
internally by the Special Servicer).

                  "REO Tax":  As defined in Section 3.17(a)(i).

                  "Request for Release": A request signed by a Servicing
Officer, as applicable, of the Master Servicer in the form of Exhibit D-1
attached hereto or of the Special Servicer in the form of Exhibit D-2 attached
hereto.

                  "Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from an
Independent Appraiser selected by the Special Servicer, prepared in accordance
with 12 CFR ss.225.62 and conducted in accordance with the standards of the
Appraisal Institute.

                  "Required Appraisal Date": With respect to any Required
Appraisal Mortgage Loan, the earliest date on which any of the items specified
in clauses (i) through (vi) of the first paragraph of the definition of Required
Appraisal Mortgage Loan occurs.

                  "Required Appraisal Mortgage Loan": Each Mortgage Loan (i)
that is sixty (60) days or more delinquent in respect of any Periodic Payments,
(ii) that becomes an REO Loan, (iii) that has been modified by the Special
Servicer to reduce the amount of any Periodic Payment (other than a Balloon
Payment), (iv) with respect to which a receiver is appointed and continues in
such capacity in respect of the related Mortgaged Property, (v) with respect to
which a Mortgagor declares bankruptcy or with respect to which the related
Mortgagor is subject to a bankruptcy proceeding or (vi) with respect to which
any Balloon Payment on such Mortgage Loan has not been paid by its scheduled
maturity date unless the Master Servicer has, on or prior to the due date of
such Balloon Payment, received written evidence from an institutional lender of
such lender's binding commitment to refinance such Mortgage Loan within 60 days
after the due date of such Balloon Payment; provided, however, that a Required
Appraisal Mortgage Loan will cease to be a Required Appraisal Mortgage Loan;

                  (a) with respect to the circumstances described in clauses
(i) and (iii) above, when the related Mortgagor has made three consecutive full
and timely Periodic Payments under the terms of such Mortgage Loan (as such
terms may be changed or modified in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or by reason of a


                                       49
<PAGE>

modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20); and

                  (b) with respect to the circumstances described in clauses
(iv), (v) and (vi) above, when such circumstances cease to exist in the good
faith reasonable judgment of the Special Servicer and in accordance with the
Servicing Standard, but, with respect to any bankruptcy or insolvency
proceedings described in clauses (iv) and (v), no later than the entry of an
order or decree dismissing such proceeding, and with respect to the
circumstances described in clause (vi) above, no later than the date that the
Special Servicer agrees to an extension pursuant to Section 3.20 hereof;

so long as at that time no circumstance identified in clauses (i) through (vi)
above exists that would cause the Mortgage Loan to continue to be characterized
as a Required Appraisal Mortgage Loan.

                  "Required Appraisal Value": An amount equal to __% of the
Appraised Value (net of any prior liens and estimated liquidation expenses) of
the Mortgaged Property related to the subject Required Appraisal Mortgage Loan
as determined by a Required Appraisal or letter update or internal valuation, if
applicable, and provided further that for purposes of determining any Appraisal
Reduction Amount in respect of such Required Appraisal Mortgage Loan, such
Appraisal Reduction Amount shall be amended annually to reflect the Required
Appraisal Value determined pursuant to any Required Appraisal or letter update
or internal valuation, if applicable, of a Required Appraisal conducted
subsequent to the original Required Appraisal performed pursuant to Section
3.09(a).

                  "Reserve Account": The account or accounts created and
maintained pursuant to Section 3.03(f).

                  "Reserve Funds": With respect to any Mortgage Loan, any
amounts delivered by the related Mortgagor to be held in escrow by or on behalf
of the mortgagee representing reserves for environmental remediation, repairs,
capital improvements, tenant improvements and/or leasing commissions with
respect to the related Mortgaged Property.

                  "Residual Certificate": A Class R-I Certificate or Class
R-II Certificate.

                  "Responsible Officer": When used with respect to (i) the
initial Trustee any officer in the Asset Backed Securities Trust Services Group
of the Corporate Trust Department of the initial Trustee and (ii) any successor
Trustee, any officer or assistant officer in the Corporate Trust Department of
the Trustee, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the Trustee
because of such officer's knowledge of and familiarity with the particular
subject.

                  "Restricted Servicer Reports": Each of the Watch List,
Operating Statement Analysis, NOI Adjustment Worksheet and Comparative Financial
Status Report.

                  "S&P": Standard and Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., or its successor in interest. If neither such
Rating Agency nor any successor


                                       50
<PAGE>

remains in existence, "S&P" shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Master Servicer and the Special Servicer, and specific ratings of S&P herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

                  "Scheduled Payment": With respect to any Mortgage Loan, for
any Due Date following the Cut-off Date as of which it is outstanding, the
scheduled Periodic Payment of principal and interest (other than Additional
Interest) on such Mortgage Loan that is or would be, as the case may be, payable
by the related Mortgagor on such Due Date under the terms of the related
Mortgage Note as in effect on the Closing Date, without regard to any subsequent
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20 or acceleration of principal by reason of default, and
assuming that each prior Scheduled Payment has been made in a timely manner.

                  "Securities Act": The Securities Act of 1933, as amended.

                  "Senior Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-4, Class XC or Class XP Certificate.

                  "Sequential Pay Certificates": Any Class A-1, Class A-2, Class
A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N or Class O Certificate.

                  "Servicer Fee Amount": With respect to each Sub-Servicer and
any date of determination, the aggregate of the products obtained by
multiplying, for each Mortgage Loan serviced by such Sub-Servicer, (a) the
Stated Principal Balance of such Mortgage Loan as of the end of the immediately
preceding Collection Period and (b) the servicing fee rate specified in the
related Sub-Servicing Agreement for such Mortgage Loan. With respect to the
Master Servicer and any date of determination, the aggregate of the products
obtained by multiplying, for each Mortgage Loan (a) the Stated Principal Balance
of such Mortgage Loan as of the end of the immediately preceding Collection
Period and (b) the difference between the Master Servicing Fee Rate for such
Mortgage Loan over the servicing fee rate (if any) applicable to such Mortgage
Loan as specified in any Sub-Servicing Agreement related to such Mortgage Loan.

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.03(a).

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred by or on behalf of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in connection
with the servicing of a Mortgage Loan or in connection with the administration
of any REO Property, including, but not limited to, the cost of (a) compliance
with the obligations of the Master Servicer and the Special Servicer, if any,
set forth in Section 3.02, (b) (i) real estate taxes, assessments, penalties and
other similar items, (ii) ground rents (if applicable), and (iii) premiums on
Insurance Policies in each instance if and to


                                       51
<PAGE>

the extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis, (c) the preservation, insurance, restoration,
protection and management of a Mortgaged Property, including the cost of any
"forced placed" insurance policy purchased by the Master Servicer to the extent
such cost is allocable to a particular Mortgaged Property that the Master
Servicer or the Special Servicer is required to cause to be insured pursuant to
Section 3.07(a), (d) obtaining any Insurance Proceeds or any Liquidation
Proceeds of the nature described in clauses (i)-(v) of the definition of
"Liquidation Proceeds," (e) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including, without limitation, foreclosures, (f) any
Required Appraisal or other appraisal expressly required or permitted to be
obtained hereunder, (g) the operation, management, maintenance and liquidation
of any REO Property, including, without limitation, appraisals and compliance
with Section 3.16(a) (to the extent not covered by available funds in the REO
Account) and Section 3.20(h) (to the extent not paid by the related Mortgagor)
and (h) compliance with the obligations of the Master Servicer or the Trustee
set forth in Section 2.03(a) or (b). Notwithstanding anything to the contrary,
"Servicing Advances" shall not include allocable overhead of the Master Servicer
or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and
similar internal costs and expenses or costs and expenses incurred by any such
party in connection with its purchase of a Mortgage Loan or REO Property, or
costs or expenses expressly required to be borne by the Master Servicer or
Special Servicer without reimbursement pursuant to the terms of this Agreement.

                  "Servicing Fees": With respect to each Mortgage Loan and REO
Loan, the Master Servicing Fee and the Special Servicing Fee.

                  "Servicing File": Any documents, certificates, opinions and
reports (other than documents required to be part of the related Mortgage File)
delivered by the related Mortgagor in connection with, or relating to the
origination and servicing of any Mortgage Loan or which are reasonably required
for the ongoing administration of the Mortgage Loan, including appraisals,
surveys, engineering reports, environmental reports, financial statements,
leases, rent rolls and tenant estoppels.

                  "Servicing Officer": Any officer or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such party to the
Trustee and the Depositor on the Closing Date, as such list may be amended from
time to time.

                  "Servicing-Released Bid": As defined in Section 7.01(c).

                  "Servicing-Retained Bid":  As defined in Section 7.01(c).

                  "Servicing Standard": With respect to the Master Servicer or
the Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans for which it is responsible hereunder (a) in the same manner in
which, and with the same care, skill, prudence and diligence with which, the
Master Servicer or the Special Servicer, as the case may be, generally services
and administers similar mortgage loans with similar borrowers (i) for other



                                       52
<PAGE>

third-parties, giving due consideration to customary and usual standards of
practice of prudent institutional commercial mortgage lenders servicing their
own loans or (ii) held in its own portfolio, whichever standard is higher, (b)
with a view to the maximization of the recovery on such Mortgage Loan on a net
present value basis and the best interests of the Certificateholders and the
Trust Fund, and (c) without regard to (i) any relationship that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof
may have with the related Mortgagor, the Depositor, any Mortgage Loan Seller, or
any other party to the transaction; (ii) the ownership of any Certificate by the
Master Servicer or the Special Servicer, as the case may be, or by any Affiliate
thereof; (iii) the right of the Master Servicer or the Special Servicer, as the
case may be, to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iv) the obligations of the Master Servicer to make
Advances; (v) the ownership, servicing or management by the Master Servicer or
the Special Servicer or any Affiliate thereof for others of any other mortgage
loans or mortgaged property; (vi) any obligation of the Master Servicer or any
Affiliate of the Master Servicer to repurchase or substitute a Mortgage Loan as
a Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any
Affiliate of the Master Servicer to cure a breach of a representation and
warranty with respect to a Mortgage Loan; and (viii) any debt the Master
Servicer or Special Servicer or any Affiliate of either has extended to any
Mortgagor.

                  "Servicing Transfer Event": With respect to any Mortgage
Loan, the occurrence of any of the events described in clauses (a) through (g)
of the definition of "Specially Serviced Mortgage Loan".

                  "Similar Law": As defined in Section 5.02(c).

                  "Single Certificate": For purposes of Section 4.02, a
hypothetical Certificate of any Class of Regular Certificates evidencing a
$1,000 denomination.

                  "Special Servicer": [Special Servicer], or any successor
special servicer appointed as herein provided.

                  "Special Servicing Fee": With respect to each REO Loan, the
fee designated as such and payable to the Special Servicer pursuant to the first
paragraph of Section 3.11(c).

                  "Special Servicing Fee Rate": With respect to each REO Loan,
___% per annum.

                  "Specially Serviced Mortgage Loan": Any Mortgage Loan as to
which any of the following events have occurred:

                  (a) the related Mortgagor shall have (i) failed to make when
due any Balloon Payment unless the Master Servicer has, on or prior to the due
date of such Balloon Payment, received written evidence from an institutional
lender of such lender's binding commitment to refinance such Mortgage Loan
within 60 days after the due date of such Balloon Payment (provided that if such
refinancing does not occur during such time specified in the commitment, the
related Mortgage Loan will immediately become a Specially Serviced Mortgage
Loan), or (ii) failed to make when due any Periodic Payment (other than a
Balloon Payment), and such failure has continued unremedied for 60 days; or



                                       53
<PAGE>

                  (b) the Master Servicer shall have determined, in its good
faith reasonable judgment, based on communications with the related Mortgagor,
that a default in making a Periodic Payment (including a Balloon Payment) is
likely to occur and is likely to remain unremedied for at least 60 days; or

                  (c) there shall have occurred a default (other than an
Acceptable Insurance Default or as described in clause (a) above) that the
Master Servicer shall have determined, in its good faith and reasonable
judgment, materially impairs the value of the Mortgaged Property as security for
the Mortgage Loan or otherwise materially adversely affects the interests of
Certificateholders and that continues unremedied beyond the applicable grace
period under the terms of the Mortgage Loan (or, if no grace period is
specified, for 60 days, provided, that a default that gives rise to an
acceleration right without any grace period shall be deemed to have a grace
period equal to zero); or

                  (d) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law or the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the related Mortgagor; provided that if such decree or
order is discharged, dismissed or stayed within 60 days it shall not be a
Specially Serviced Mortgage Loan (and no Special Servicer Fees shall be
payable); or

                  (e) the related Mortgagor shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or relating
to such Mortgagor or of or relating to all or substantially all of its property;
or

                  (f) the related Mortgagor shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations; or

                  (g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;

provided, however, that a Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan:

                           (i) with respect to the circumstances described in
                  clause (a) above, when the related Mortgagor has made three
                  consecutive full and timely Periodic Payments under the terms
                  of such Mortgage Loan (as such terms may be changed or
                  modified in connection with a bankruptcy or similar proceeding
                  involving the related Mortgagor or by reason of a
                  modification, waiver or amendment granted or agreed to by the
                  Special Servicer pursuant to Section 3.20);

                           (ii) with respect to the circumstances described in
                  clauses (b), (d), (e) and (f) above, when such circumstances
                  cease to exist in the good faith reasonable judgment of the
                  Special Servicer and in accordance with the Servicing
                  Standard,

                                       54
<PAGE>


                  but, with respect to any bankruptcy or insolvency
                  proceedings described in clauses (d), (e) and (f), no later
                  than the entry of an order or decree dismissing such
                  proceeding;

                           (iii) with respect to the circumstances described in
                  clause (c) above, when such default is cured; and

                           (iv) with  respect to the circumstances described in
                  clause (g) above, when such proceedings are terminated;

so long as at that time no circumstance identified in clauses (a) through (g)
above exists that would cause such Mortgage Loan to continue to be characterized
as a Specially Serviced Mortgage Loan and provided no additional default is
foreseeable in the reasonable good faith judgment of the Special Servicer.

                  "Startup Day": With respect to each of REMIC I and REMIC II,
the day designated as such in Section 10.01(c).

                  "State and Local Taxes": Taxes imposed by the states of New
York and North Carolina and by any other state or local taxing authorities as
may, by notice to the Trustee, assert jurisdiction over the trust fund or any
portion thereof, or which, according to an Opinion of Counsel addressed to the
Trustee, have such jurisdiction.

                  "Stated Maturity Date": With respect to any Mortgage Loan, the
Due Date specified in the Mortgage Note (as in effect on the Closing Date) on
which the last payment of principal is due and payable under the terms of the
Mortgage Note (as in effect on the Closing Date), without regard to any change
in or modification of such terms in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20 and, in the case of an ARD Loan, without regard to its
Anticipated Repayment Date.

                  "Stated Principal Balance": With respect to any Mortgage Loan,
as of any date of determination, an amount (which amount shall not be less than
zero) equal to (x) the Cut-off Date Balance of such Mortgage Loan (or, in the
case of a Qualified Substitute Mortgage Loan, the unpaid principal balance after
application of all principal payments due on or before the related date of
substitution, whether or not received), plus (y) any Mortgage Deferred Interest
added to the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Collection Period minus (z) the sum of:

                           (i) the principal portion of each Periodic Payment
                  due on such Mortgage Loan after the Cut-off Date or the
                  related date of substitution, as the case may be, to the
                  extent received from the Mortgagor, or advanced by the
                  Master Servicer pursuant to Section 4.03, and distributed to
                  Certificateholders on or before such date of determination;

                           (ii) the principal portion of all Insurance Proceeds
                  and Liquidation Proceeds received with respect to such
                  Mortgage Loan after the Cut-off Date or the related date of



                                       55
<PAGE>

                  substitution, as the case may be, to the extent distributed
                  to Certificateholders on or before such date of determination;

                           (iii) all Principal Prepayments received with respect
                  to such Mortgage Loan after the Cut-off Date or the related
                  date of substitution, as the case may be, to the extent
                  distributed to Certificateholders on or before such date of
                  determination; and

                           (iv) any amount of reduction in the outstanding
                  principal balance of such Mortgage Loan resulting from a
                  Deficient Valuation that occurred prior to the end of the
                  Collection Period for the most recent Distribution Date.

                  With respect to any REO Loan, as of any date of determination,
an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:

                           (i) the principal portion of any P&I Advance made
                  with respect to the predecessor Mortgage Loan on or after the
                  date of the related REO Acquisition, to the extent
                  distributed to Certificateholders on or before such date of
                  determination; and

                           (ii) the principal portion of all Insurance Proceeds,
                  Liquidation Proceeds and REO Revenues received with respect
                  to such REO Loan, to the extent distributed to
                  Certificateholders on or before such date of determination.

                  A Mortgage Loan or an REO Loan shall be deemed to be part of
the Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

                  "Subordinated Certificate": Any Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class Z-I, Class Z-II, Class R-I or Class R-II Certificate.

                  "Sub-Servicer": Any Person with which the Master Servicer or
the Special Servicer has entered into a Sub-Servicing Agreement.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.

                  "Substitution Shortfall Amount": With respect to a
substitution pursuant to Section 2.03(a) hereof, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as
of the date of substitution over the Stated Principal Balance of the related
Qualified Substitute Mortgage Loan as of the date of substitution. In the event
that one or more Qualified Substitute Mortgage Loans are substituted (at the
same time) for one or more deleted Mortgage Loans, the Substitution Shortfall
Amount shall be determined


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<PAGE>

as provided in the preceding sentence on the basis of the aggregate Purchase
Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate
Stated Principal Balances of the related Qualified Substitute Mortgage Loan or
Mortgage Loans.

                  "Successful Bidder":  As defined in Section 7.01(c).

                  "Tax Matters Person": With respect to each of the REMICs
created hereunder, the Person designated as the "tax matters person" of such
REMIC in the manner provided under Treasury Regulations Section 1.860F-4(d) and
Temporary Treasury Regulations Section 301.6231(a)(7)-1T, which Person shall be
the applicable Plurality Residual Certificateholder.

                  "Tax Returns": The federal income tax returns on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of REMIC I and REMIC II due to its classification
as a REMIC under the REMIC Provisions, and the federal income tax return to be
filed on behalf of the Grantor Trust due to its classification as a grantor
trust under the Grantor Trust Provisions, together with any and all other
information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.

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

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

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

                  "Trust Fund": Collectively, (i) all of the assets of REMIC I
and REMIC II, and (ii) the Grantor Trust Assets.

                  "Trustee": [Trustee], its successor in interest, or any
successor trustee appointed as herein provided.

                  "Trustee Fee": With respect to each Mortgage Loan and each REO
Loan for any Distribution Date, an amount equal to one month's interest for the
most recently ended calendar month (calculated on a 30/360 Basis), accrued at
the Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan or
REO Loan, as the case may be, outstanding immediately following the prior
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date).

                  "Trustee Fee Rate":  ________% per annum.

                  "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.



                                       57
<PAGE>

                  "UCC Financing Statement": A financing statement executed and
filed pursuant to the Uniform Commercial Code, as in effect in any relevant
jurisdiction.

                  "Underwriter": Each of [Underwriter 1], [Underwriter 2] and
[Underwriter 3], or in each case, its respective successor in interest.

                  "United States Person": A citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of the United States, any State thereof or the District of
Columbia unless in the case of a partnership, Treasury Regulations are adopted
that provide otherwise, an estate whose income is includable in gross income for
United States federal income tax purposes regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a) (30) of the Code.

                  "Unrestricted Servicer Reports": Each of the Updated
Collection Report, Delinquent Loan Status Report, Historical Loan Modification
Report, Historical Liquidation Report, Interim Delinquent Loan Status Report and
REO Status Report.

                  "Updated Collection Report": A report substantially containing
the content described in Exhibit F attached hereto and available each month on
the P&I Advance Date, setting forth each Mortgage Loan or REO Loan with respect
to which the Master Servicer received a Periodic Payment after the Determination
Date and before the P&I Advance Date for the related month.

                  "USAP": The Uniform Single Attestation Program for Mortgage
Bankers.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Regular Certificates. _____ percent (__%) of the Voting Rights
shall be allocated among the Class A-1, Class A-2, Class A-3, Class A-4, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N and Class O Certificates in proportion to the respective
Class Principal Balances of their Certificates; provided that, solely for the
purpose of determining the Voting Rights of the Classes of Sequential Pay
Certificates, the aggregate Appraisal Reduction Amount (determined as set forth
herein) shall be treated as Realized Losses with respect to the calculation of
the Certificate Principal Balances thereof; provided, further, however, that the
aggregate Appraisal Reduction Amount shall not reduce the Class Principal
Balance of any Class for purposes of determining the Controlling Class, the
Controlling Class Representative or the Majority Subordinate Certificateholder.
____ percent (_%) in the aggregate of the Voting Rights shall be allocated to
the Class X Certificates (allocated, pro rata, between the Class XC and Class XP
Certificates based upon their Notional Amounts). The Class Z-I, Class Z-II and
the Residual Certificates shall have no voting rights. Voting Rights allocated
to a Class of Certificateholders shall be allocated among such
Certificateholders in standard proportion to the Percentage Interests evidenced
by their respective Certificates. In addition, if the Master Servicer is the

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<PAGE>

holder of any Certificate, the Master Servicer, in its capacity as a
Certificateholder, shall have no Voting Rights with respect to matters
concerning compensation affecting the Master Servicer.

                  "[Seller]":  [Seller] or its successor in interest.

                  "[Seller] Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of ______, 200_ between the Depositor
and [Seller] and relating to the transfer of the [Seller] Mortgage Loans to the
Depositor.

                  "[Seller] Mortgage Loans": Each of the Mortgage Loans
transferred and assigned to the Depositor pursuant to the [Seller] Mortgage Loan
Purchase Agreement.

                  "Watch List": As of each Determination Date a report,
substantially in the form of Exhibit N attached hereto (or such other form for
the presentation of such information as may be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for below,
is reasonably acceptable to the Master Servicer), identifying each Mortgage Loan
that is not a Specially Serviced Mortgage Loan (i) with a Debt Service Coverage
Ratio of less than 1.05x, other than Mortgage Loans whose operations results for
the first year of operations represent less than seven months of operating
history, (ii) that has a Stated Maturity Date occurring in the next ninety days,
(iii) that is delinquent in respect of its real estate taxes, (iv) for which any
outstanding Advance exists and has been outstanding for 30 days or more, (v)
that has been a Specially Serviced Mortgage Loan in the past 90 days, (vi) for
which the Debt Service Coverage Ratio has decreased by more than __% in the
prior 12 months and is less than ____x, (vii) for which any lease relating to
more than __% of the rentable area of the related Mortgaged Property has
expired, been terminated, is in default or will expire within the next three
months (without being replaced by one or more tenants or leases), (viii) that is
late in making its Periodic Payment three or more times in the preceding twelve
months, (ix) with material deferred maintenance at the related Mortgaged
Property that has not been completed in the timeframe contemplated or (x) that
is 30 or more days delinquent; provided that a Mortgage Loan will not be
identified on the Watch List solely because the related borrower has failed to
deliver operating statements, rent rolls or other financial statements required
to be delivered under the Mortgage Loan documents.

                  "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Rates applicable to the Mortgage Loans as of the first day of the
related Collection Period, weighted on the basis of their respective Stated
Principal Balances immediately following the preceding Distribution Date.

                  "Workout Fee": With respect to each Corrected Mortgage Loan,
the fee designated as such and payable to the Special Servicer pursuant to the
second paragraph of Section 3.11(c).

                  "Workout Fee Rate": With respect to each Corrected Mortgage
Loan, ___%.

                  "Yield Maintenance Charge": Payments paid or payable, as the
context requires, on a Mortgage Loan as the result of a Principal Prepayment
thereon, not otherwise due thereon in respect of principal or interest, which
have been calculated (based on Scheduled Payments on


                                       59
<PAGE>

such Mortgage Loan) to compensate the holder for reinvestment losses based on
the value of an interest rate index at or near the time of prepayment. Any other
prepayment premiums, penalties and fees not so calculated will not be considered
"Yield Maintenance Charges." In the event that a Yield Maintenance Charge shall
become due for any particular Mortgage Loan, the Master Servicer shall be
required to follow the terms and provisions contained in the applicable Mortgage
Note, provided, however, in the event the particular Mortgage Note shall not
specify the U.S. Treasuries which shall be used in determining the discount rate
or the reinvestment yield to be applied in such calculation, the Master Servicer
shall be required to use those U.S. Treasuries having maturity dates most
closely approximating the maturity of such Mortgage Loan. Accordingly if either
no U.S. Treasury issue, or more than one U.S. Treasury issue, shall coincide
with the term over which the Yield Maintenance Charge shall be calculated (which
depending on the applicable Mortgage Note is based on the remaining average life
of the Mortgage Loan or the actual term remaining through the Maturity Date),
the Master Servicer shall use the U.S. Treasury whose reinvestment yield is the
lowest, with such yield being based on the bid price for such issue as published
in The Wall Street Journal on the date that is fourteen (14) days prior to the
date that the Yield Maintenance Charge shall become due and payable (or, if such
bid price is not published on that date, the next preceding date on which such
bid price is so published) and converted to a monthly compounded nominal yield.
The monthly compounded nominal yield ("MEY") is derived from the reinvestment
yield or discount rate and shall be defined as MEY = 12X ({(1+"BEY"/2)^1/6}-1)
where BEY is defined as the U.S. Treasury Reinvestment Yield which is in decimal
form and not in percentage, and 1/6 is the exponential power to which a portion
of the equation is raised. For example, using a BEY of 5.50%, the MEY = 12 X
({(1+ .055/2)^0.16667}-1) where .055 is the decimal version of the percentage
5.5% and 0.16667 is the decimal version of the exponential power. The MEY in the
above calculation is 5.44%.

                                   ARTICLE II

                CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                 WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01 Conveyance of Mortgage Loans.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a common law trust consisting of the
Trust Fund, assign, sell, transfer, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the rights of the Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of the Merrill Mortgage Loan
Purchase Agreement and (iii) all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans and due after the Cut-off
Date. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.



                                       60
<PAGE>

                 (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to the Merrill
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or a Custodian appointed thereby
(with a copy to the Master Servicer and Special Servicer), on or before the
Closing Date, the Mortgage File for each Mortgage Loan so assigned. The Special
Servicer may request the Master Servicer to deliver a copy of the Servicing File
for any Mortgage Loan at the expense of the Special Servicer, provided, however,
that the Master Servicer will provide a copy of each Lease Enhancement Policy to
the Special Servicer without charge within a reasonable period of time following
the Closing Date, such period not to exceed 30 days or within a reasonable time
after receipt by the Master Servicer. None of the Trustee, the Fiscal Agent, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the Merrill Mortgage Loan Purchase Agreement and this
Section 2.01(b).

                 (c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and
(viii) of the definition of "Mortgage File", with evidence of recording thereon,
solely because of a delay caused by the public recording office where such
document or instrument has been delivered for recordation, the delivery
requirements of the Merrill Mortgage Loan Purchase Agreement and Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of
"Mortgage File," with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the Merrill Mortgage Loan Purchase
Agreement and Section 2.01(b) shall be deemed to have been satisfied as to such
non-delivered document or instrument and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon) is delivered to the Trustee or a Custodian appointed thereby
on or before the Closing Date.

                  If, on the Closing Date as to any Mortgage Loan, the
applicable Mortgage Loan Seller does not deliver in complete and recordable form
any one of the assignments in favor of the Trustee referred to in clause (iv) or
(v) of the definition of "Mortgage File", the applicable Mortgage Loan Seller
may provisionally satisfy the delivery requirements of the related Merrill



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<PAGE>

Mortgage Loan Purchase Agreement and Section 2.01(b) by delivering with respect
to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage
Loan; provided that all required original assignments with respect to such
Mortgage Loan in fully complete and recordable form shall be delivered to the
Trustee or its Custodian within 120 days of the Closing Date (or within such
longer period as the Trustee in its discretion may permit).

                  (d) With respect to the Mortgage Loans the Trustee shall, for
a fee paid to the Trustee by the Depositor on the Closing Date as to each
Mortgage Loan, promptly (and in any event within 90 days following the later of
the Closing Date or the delivery of all assignments and UCC Financing Statements
to the Trustee) cause to be submitted for recording or filing, as the case may
be, in the appropriate public office for real property records or UCC Financing
Statements, as appropriate and to the extent timely delivered to the Trustee in
final, recordable form, each assignment of Mortgage, assignment of Assignment of
Leases and, to the extent the Trustee has actual knowledge that such documents
are to be recorded, any other recordable documents relating to each such
Mortgage Loan, in favor of the Trustee referred to in clause (iv) of the
definition of "Mortgage File" and each UCC-2 and UCC-3 assignment in favor of
the Trustee and so delivered to the Trustee and referred to in clause (viii) of
the definition of "Mortgage File." Each such assignment, UCC-2 and UCC-3 shall
reflect that the recorded original should be returned by the public recording
office to the Trustee or its designee following recording, and each such UCC-2
and UCC-3 assignment shall reflect that the file copy thereof should be returned
to the Trustee or its designee following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Trustee shall obtain
therefrom a certified copy of the recorded original, at the expense of the
Depositor. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the Trustee shall
direct the related Mortgage Loan Seller pursuant to the Merrill Mortgage Loan
Purchase Agreement to promptly prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate. On a monthly basis, the Trustee shall forward to the Master
Servicer a copy of each of the aforementioned recorded assignments following the
Trustee's receipt thereof, to the extent not previously provided.

                  (e) All documents and records in the Servicing File (except
attorney-client privileged communications, internal correspondence and credit
analysis of the Mortgage Loan Seller) in possession of the Depositor or the
Mortgage Loan Sellers that relate to the Mortgage Loans and that are not
required to be a part of a Mortgage File in accordance with the definition
thereof (including any original letters of credit), together with all Escrow
Payments and Reserve Accounts in the possession thereof, shall be delivered to
the Master Servicer or such other Person as may be directed by the Master
Servicer (at the expense of the applicable Mortgage Loan Seller) on or before
the Closing Date and shall be held by the Master Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders; provided, however,
the Master Servicer shall have no responsibility for holding documents created
or maintained by the Special Servicer hereunder and not delivered to the Master
Servicer.

                  (f) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Custodian and the
Master Servicer on or before the Closing Date and hereby represents and warrants
that it has delivered a copy of a fully executed


                                       62
<PAGE>

counterpart of the Merrill Mortgage Loan Purchase Agreement as in full force and
effect on the Closing Date.

                 (g) The Depositor hereby consents to the filing of any
financial statements contemplated by this Agreement without its consent.

                 SECTION 2.02 Acceptance of the Trust Fund by Trustee.

                 (a) The Trustee, by its execution and delivery of this
Agreement, acknowledges receipt of the Depositor's assignment to it of the
Depositor's right, title and interest in the assets that constitute the Trust
Fund, and further acknowledges receipt by it or a Custodian on its behalf,
subject to the provisos in the definition of "Mortgage File" and the provisions
of Section 2.01 and subject to the further limitations on review provided for in
Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i)
the Mortgage File delivered to it for each Mortgage Loan and (ii) a copy of a
fully executed counterpart of the Merrill Mortgage Loan Purchase Agreement in
good faith and without notice of any adverse claim, and declares that it or a
Custodian on its behalf holds and will hold such documents and the other
documents received by it that constitute portions of the Mortgage Files, and
that it holds and will hold the Mortgage Loans and other assets included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee hereby certifies to each of the Depositor, the
Master Servicer, the Special Servicer and each Mortgage Loan Seller that except
as identified in the schedule of exceptions, which is attached hereto as Exhibit
C-1 without regard to the proviso in the definition of "Mortgage File", each of
the original executed Mortgage Notes as described in clause (i) of the
definition of Mortgage File are in its possession. In addition, within ninety
(90) days after the Closing Date (and if any exceptions are noted, again every
90 days thereafter until the second anniversary of the Closing Date, and every
180 days thereafter until the fifth anniversary of the Closing Date, and
thereafter upon request by any party hereto) any Mortgage Loan Seller or the
Majority Subordinate Certificateholder, the Trustee or the Custodian on its
behalf will review the Mortgage Files and certify (in a certificate
substantially in the form of Exhibit C-2) to each of the Depositor, the Master
Servicer, the Special Servicer and each Mortgage Loan Seller (with copies to the
Majority Subordinate Certificateholder) that, with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, except as specifically identified in the
schedule of exceptions annexed thereto, (i) without regard to the proviso in the
definition of "Mortgage File," all documents specified in clauses (i), (ii),
(iv)(a), (v) and (vii), and to the extent provided in the related Mortgage File
and actually known by a Responsible Officer of the Trustee to be required,
clauses (iii), (iv)(b), (iv)(c), (vi), (viii) and (xi) of the definition of
"Mortgage File" are in its possession, (ii) all documents delivered or caused to
be delivered by the applicable Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it and appear regular on their face and
appear to relate to such Mortgage Loan, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule for such Mortgage Loan with respect to the items specified in
clauses (v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is
correct. Further, with respect to the documents described in clause (viii) of
the definition of Mortgage File, absent actual knowledge to the contrary or
copies of UCC Financing Statements delivered to the Trustee as part of the
Mortgage File indicating otherwise, the Trustee may assume, for purposes of the
certification delivered in this Section 2.02(a), that the related Mortgage File
should include one state level UCC Financing Statement


                                       63
<PAGE>

filing and one local UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor). The UCC's to be assigned to the trust, will be delivered on the new
national forms and in recordable form and will be filed in the state of
incorporation as so indicated on the documents provided.

               (b) None of the Trustee, the Fiscal Agent, the Master Servicer,
the Special Servicer or any Custodian is under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, enforceable, in recordable form,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face.

               SECTION 2.03 Mortgage Loan Seller's Repurchase or Substitution of
Mortgage Loans for Document Defects and Breaches of Representations and
Warranties.

               (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File has not been
properly executed, is missing (beyond the time period required for its delivery
hereunder), contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule, or
does not appear to be regular on its face (each, a "Document Defect"), or
discovers or receives notice of a breach of any representation or warranty
relating to any Mortgage Loan set forth in the Merrill Mortgage Loan Purchase
Agreement or the [Seller] Mortgage Loan Purchase Agreement (a "Breach"), the
party discovering such Document Defect or Breach shall give written notice
(which notice, in respect of any obligation of the Trustee to provide notice of
a Document Defect, shall be deemed given by the delivery of the certificate as
required by Section 2.02(a)) to the other parties hereto, to the Majority
Subordinate Certificateholder and to the Rating Agencies of such Document Defect
or Breach. Promptly upon becoming aware of any Document Defect or Breach
(including through such written notice provided by any party hereto or the
Majority Subordinate Certificateholder as provided above), if any party hereto
determines that such Document Defect or Breach materially and adversely affects
the interests of the Certificateholders or the value of the affected Mortgage
Loan such party shall notify the Master Servicer of such determination and
promptly after receipt of such notice, the Master Servicer shall request in
writing (with a copy to the other parties hereto, the Majority Subordinate
Certificateholder, the Rating Agencies and the Controlling Class Representative
(if different from the Majority Subordinate Certificateholder)) that the
applicable Mortgage Loan Seller, not later than ninety (90) days from receipt of
such written request (or, in the case of a Document Defect or Breach relating to
a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than ninety (90) days after any party to this Agreement
discovers such Document Defect or Breach) (i) cure such Document Defect or
Breach, as the case may be, in accordance with Section 3(c) of the Merrill
Mortgage Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase
Agreement, as applicable, (ii) repurchase the affected Mortgage Loan in
accordance with Section 3(c) of the Merrill Mortgage Loan Purchase Agreement or
the [Seller] Mortgage Loan Purchase Agreement, or (iii) within two years of the
Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected
Mortgage Loan and pay the Master Servicer for deposit into the Certificate
Account any Substitution Shortfall Amount in connection therewith in accordance
with Sections 3(c) and 3(d) of the Merrill Mortgage Loan Purchase Agreement or
the [Seller] Mortgage Loan Purchase


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<PAGE>

Agreement; provided, however, that if such Document Defect or Breach is capable
of being cured but not within such ninety (90) day period, such Document Defect
or Breach does not relate to the Mortgage Loan not being treated as a "qualified
mortgage" within the meaning of the REMIC Provisions, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of
such Document Defect or Breach within such ninety (90) day period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days to
complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan); and provided, further, with respect to such additional ninety (90) day
period the applicable Mortgage Loan Seller shall have delivered an Officer's
Certificate to the Trustee setting forth the reasons such Document Defect or
Breach is not capable of being cured within the initial ninety (90) day period
and what actions the applicable Mortgage Loan Seller is pursuing in connection
with the cure thereof and stating that the applicable Mortgage Loan Seller
anticipates such Document Defect or Breach will be cured within the additional
ninety (90) day period; and provided, further, that no Document Defect (other
than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground
Lease or any letter of credit) shall be considered to materially and adversely
affect the interests of the Certificateholders or the value of the related
Mortgage Loan unless the document with respect to which the Document Defect
exists is required in connection with an imminent enforcement of the mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate servicing obligations. In the event of a Document
Defect or Breach as to a Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan"
and, collectively, a "Crossed Group"), and such Document Defect or Breach does
not constitute a Document Defect or Breach, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph) and is not
cured as provided for above then the applicable Document Defect or Breach, as
the case may be, shall be deemed to constitute a Document Defect or Breach, as
the case may be, as to any other Crossed Loan in the Crossed Group for purposes
of this paragraph and the related Mortgage Loan Seller shall be required to
repurchase or substitute all such cross-collateralized and cross-defaulted
Mortgage Loans unless the Debt Service Coverage Ratio for all the remaining
Crossed Loans for the four calendar quarters immediately preceding such
repurchase or substitution is not less than the Debt Service Coverage Ratio for
all such related Crossed Loans, including the affected Crossed Loan, for the
four calendar quarters immediately preceding such repurchase or substitution;
provided, that if such Debt Service Coverage Ratio is satisfied and any Crossed
Loan is not so repurchased or substituted, then such Crossed Loan shall be
released from its cross-collateralization and cross default provision so long as
such Crossed Loan is held in the Trust Fund, provided, further, that the
repurchase of less than all such Crossed Loans and the release from
cross-collateralization and cross-default provision shall be subject to the
delivery by the Mortgage Loan Seller to the Trustee, at the expense of the
Mortgage Loan Seller, of an Opinion of Counsel to the effect that such release
would not cause REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions, and provided,
further, that the borrower under such Mortgage Loan is an intended third party
beneficiary of this provision, which shall not be modified without such
borrower's consent. In the event that one or more of such other Crossed Loans
satisfy the aforementioned criteria, the related Mortgage Loan Seller may elect
either to repurchase or


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substitute for only the affected Crossed Loan as to which the related Document
Defect or Breach exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Group. All documentation relating to the
termination of the cross-collateralization provisions of each Crossed Loan being
repurchased is to be prepared at the expense of the applicable Mortgage Loan
Seller and, where required, with the consent of the applicable Mortgagor. For a
period of two years from the Closing Date, so long as there remains any Mortgage
File as to which there is any uncured Document Defect and so long as the
applicable Mortgage Loan Seller shall provide the Officer's Certificate pursuant
to Section 3(c) of the Merrill Mortgage Loan Purchase Agreement or the [Seller]
Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare
and deliver electronically to the other parties a written report as to the
status of such uncured Document Defects as provided in Section 2.02(a). If the
affected Mortgage Loan is to be repurchased or substituted, the Master Servicer
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis.

               (b) In connection with any repurchase or substitution of one or
more Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request
for Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer
of the Master Servicer certifying as to the receipt of the applicable Purchase
Price(s) in the Certificate Account (in the case of any such repurchase) or the
receipt of the applicable Substitution Shortfall Amount(s) in the Certificate
Account and upon the delivery of the Mortgage File(s) and the Servicing File(s)
for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the
Master Servicer, respectively (in the case of any such substitution), (i) the
Trustee shall execute and deliver such endorsements and assignments as are
provided to it, in each case without recourse, representation or warranty, as
shall be necessary to vest in the applicable Mortgage Loan Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan,
as applicable, being released pursuant to this Section 2.03, and (ii) the
Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each
tender to the applicable Mortgage Loan Seller, upon delivery to each of them of
a receipt executed by the applicable Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to each such Mortgage Loan
possessed by it and the Master Servicer and the Special Servicer shall release
to the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds
held by it in respect of such repurchased or deleted Mortgage Loan; provided,
that such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Fiscal Agent, the Custodian, the Master
Servicer and the Special Servicer shall have no further responsibility with
regard to the related repurchased Mortgage Loan(s) or deleted Mortgage Loan(s),
as applicable, and the related Mortgage File(s) and Servicing File(s). The
Master Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03, and the Trustee shall execute any
powers of attorney that are prepared and delivered to the Trustee by the Master
Servicer and are necessary to permit the Master Servicer to do so. The Master
Servicer shall indemnify the Trustee for any reasonable costs, fees, liabilities
and expenses incurred by the Trustee in connection with the negligent or willful
misuse by the Master Servicer of such powers of attorney. At the time a
substitution is made, the Merrill Mortgage Loan Purchase Agreement or the
[Seller] Mortgage Loan Purchase


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<PAGE>

Agreement, as applicable, will provide that the applicable Mortgage Loan Seller
shall deliver the related Mortgage File to the Trustee and certify that the
substitute Mortgage Loan is a Qualified Substitute Mortgage Loan.

               (c) No substitution of a Qualified Substitute Mortgage Loan or
Loans may be made in any calendar month after the Determination Date for such
month. Periodic Payments due with respect to any Qualified Substitute Mortgage
Loan after the related date of substitution shall be part of REMIC I. No
substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan
shall be permitted under this Agreement if after such substitution, the
aggregate of the Stated Principal Balances of all Qualified Substitute Mortgage
Loans which have been substituted for deleted Mortgage Loans exceeds __% of the
aggregate Cut-off Date Balance of all the Mortgage Loans. Periodic Payments due
with respect to any Qualified Substitute Mortgage Loan on or prior to the
related date of substitution shall not be part of the Trust Fund or REMIC I and
will (to the extent received by the Master Servicer) be remitted by the Master
Servicer to the applicable Mortgage Loan Seller promptly following receipt.

               (d) The Merrill Mortgage Loan Purchase Agreement and the [Seller]
Mortgage Loan Purchase Agreement provide the sole remedies available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect or Breach with respect to the Mortgage Loans
purchased by the Depositor thereunder.

               (e) The Trustee with the cooperation of the Special Servicer (in
the case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 3 of the Merrill Mortgage Loan Purchase Agreement and the [Seller]
Mortgage Loan Purchase Agreement.

               SECTION 2.04 Representations and Warranties of Depositor.

               (a) The Depositor hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the Master
Servicer, the Special Servicer and the Fiscal Agent, as of the Closing Date,
that:

                    (i) The Depositor is a corporation duly organized, validly
               existing and in good standing under the laws of the State of
               Delaware.

                    (ii) The execution and delivery of this Agreement by the
               Depositor, and the performance and compliance with the terms of
               this Agreement by the Depositor, will not violate the Depositor's
               certificate of incorporation or bylaws or constitute a default
               (or an event which, with notice or lapse of time, or both, would
               constitute a default) under, or result in the breach of, any
               material agreement or other instrument to which it is a party or
               which is applicable to it or any of its assets.

                    (iii) The Depositor has the full power and authority to
               enter into and consummate all transactions contemplated by this
               Agreement, has duly authorized the execution, delivery and
               performance of this Agreement, and has duly executed and
               delivered this Agreement.

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<PAGE>

                    (iv) This Agreement, assuming due authorization, execution
               and delivery by each of the other parties hereto, constitutes a
               valid, legal and binding obligation of the Depositor, enforceable
               against the Depositor in accordance with the terms hereof,
               subject to (A) applicable bankruptcy, insolvency, reorganization,
               moratorium and other laws affecting the enforcement of creditors'
               rights generally, and (B) general principles of equity,
               regardless of whether such enforcement is considered in a
               proceeding in equity or at law.

                    (v) The Depositor is not in violation of, and its execution
               and delivery of this Agreement and its performance and compliance
               with the terms of this Agreement will not constitute a violation
               of, any law, any order or decree of any court or arbiter, or any
               order, regulation or demand of any federal, state or local
               governmental or regulatory authority, which violation, in the
               Depositor's good faith and reasonable judgment, is likely to
               affect materially and adversely either the ability of the
               Depositor to perform its obligations under this Agreement or the
               financial condition of the Depositor.

                    (vi) The transfer of the Mortgage Loans to the Trustee as
               contemplated herein requires no regulatory approval, other than
               any such approvals as have been obtained, and is not subject to
               any bulk transfer or similar law in effect in any applicable
               jurisdiction.

                    (vii) No litigation is pending or, to the best of the
               Depositor's knowledge, threatened against the Depositor that, if
               determined adversely to the Depositor, would prohibit the
               Depositor from entering into this Agreement or that, in the
               Depositor's good faith and reasonable judgment, is likely to
               materially and adversely affect either the ability of the
               Depositor to perform its obligations under this Agreement or the
               financial condition of the Depositor.

                    (viii) Immediately prior to the transfer of the Mortgage
               Loans to the Trust Fund pursuant to this Agreement, (A) the
               Depositor had good and marketable title to, and was the sole
               owner and holder of, each Mortgage Loan; and (B) the Depositor
               has full right and authority to sell, assign and transfer the
               Mortgage Loans and all servicing rights pertaining thereto.

                    (ix) The Depositor is transferring the Mortgage Loans to the
               Trust Fund free and clear of any liens, pledges, charges and
               security interests.

               (b) The representations and warranties of the Depositor set forth
in Section 2.04(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.

               SECTION 2.05 Conveyance of Mortgage Loans; Acceptance of REMIC I
by Trustee.

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<PAGE>

                  The Depositor, as of the Closing Date, and concurrently with
the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the
Mortgage Loans (other than the Additional Interest) and the other property
comprising REMIC I to the Trustee for the benefit of the Holders of the Class
R-I Certificates and REMIC II as the holder of the REMIC I Regular Interests.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
other property comprising REMIC I and the portion of the Grantor Trust comprised
of Additional Interest and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future Holders of the
Class R-I Certificates, REMIC II as the holder of the REMIC I Regular Interests
and, as to Additional Interest, the Grantor Trust for the benefit of the Holders
of the Class Z-I and Class Z-II Certificates.

                  SECTION 2.06 Execution, Authentication and Delivery of Class
R-I Certificates.

                  The Certificate Registrar, pursuant to the written request of
the Depositor executed by an officer of the Depositor, has executed, and the
Authenticating Agent has authenticated and delivered to or upon the order of the
Depositor, in exchange for the assets included in REMIC I, the Class R-I
Certificates in authorized denominations.

                  SECTION 2.07 Conveyance of REMIC I Regular Interests;
Acceptance of REMIC II by Trustee.

                  The Depositor, as of the Closing Date, and concurrently with
the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests to the Trustee for the benefit of the respective Holders of
the REMIC II Certificates. The Trustee acknowledges the assignment to it of the
REMIC I Regular Interests and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future Holders of the
REMIC II Certificates.

                  SECTION 2.08 Execution, Authentication and Delivery of REMIC
II Certificates.

                  Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, and pursuant to the written request
of the Depositor, executed by an officer of the Depositor, the Certificate
Registrar, has executed, and the Authenticating Agent, has authenticated and
delivered to or upon the order of the Depositor, the REMIC II Certificates in
authorized denominations evidencing the entire beneficial ownership of REMIC II.
The rights of the holders of the respective Classes of REMIC II Certificates to
receive distributions from the proceeds of REMIC II in respect of their REMIC II
Certificates, and all ownership interests evidenced or constituted by the
respective Classes of REMIC II Certificates in such distributions, shall be as
set forth in this Agreement.

                  SECTION 2.09 Execution, Authentication and Delivery of Class
Z-I and Class Z-II Certificates.

                  Concurrently with the assignment to it of the Additional
Interest and in exchange therefor, the Trustee, pursuant to the written request
of the Depositor executed by an officer of


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<PAGE>

the Depositor, has executed, as Certificate Registrar, authenticated, as
Authenticating Agent, and delivered to or upon the order of the Depositor, the
Class Z-I Certificates, and the Class Z-II Certificates.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

               SECTION 3.01 Administration of the Mortgage Loans.

               (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans that each is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, for the benefit
of the Certificateholders in accordance with any and all applicable laws, the
terms of this Agreement, the terms of the respective Mortgage Loans and, to the
extent consistent with the foregoing, in accordance with the Servicing Standard.
Without limiting the foregoing, and subject to Section 3.21, (i) the Master
Servicer shall service and administer all Mortgage Loans that are not Specially
Serviced Mortgage Loans, and (ii) the Special Servicer shall service and
administer each Specially Serviced Mortgage Loan and REO Property and shall
render such services with respect to all Mortgage Loans and REO Properties as
are specifically provided for herein; provided, that the Master Servicer shall
continue to receive payments, make all calculations, and prepare, or cause to be
prepared, all reports required hereunder with respect to the Specially Serviced
Mortgage Loans, except for the reports specified herein as prepared by the
Special Servicer, as if no Servicing Transfer Event had occurred and with
respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Master Servicer shall
not be liable for its failure to comply with such duties insofar as such failure
results from a failure by the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. All references
herein to the respective duties of the Master Servicer and the Special Servicer,
and to the areas in which they may exercise discretion, shall be subject to
Section 3.21.

               (b) Subject to Section 3.01(a) and Section 6.11, the Master
Servicer and the Special Servicer each shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, with respect to the Mortgage Loans it
is obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders or the
Trustee (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.20 and Section 6.11, any and all modifications,
waivers, amendments or consents to or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or
cancellation, or of partial or full release, discharge, or assignment, and all
other comparable instruments; and (iv) pledge agreements and other


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<PAGE>

defeasance documents in connection with a defeasance contemplated pursuant to
Section 3.20(h). Subject to Section 3.10, the Trustee shall, at the written
request of the Master Servicer or the Special Servicer, promptly execute any
limited powers of attorney and other documents furnished by the Master Servicer
or the Special Servicer that are necessary or appropriate to enable them to
carry out their servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's as applicable,
representative capacity or (ii) take any action with the intent to cause, or
which actually does cause, the Trustee to be registered to do business in any
state.

               (c) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venture, partner
or agent. Unless the same Person acts as both Master Servicer and Special
Servicer, the Master Servicer shall not be responsible for the actions of or
failure to act by the Special Servicer and the Special Servicer shall not be
responsible for the actions of or the failure to act by the Master Servicer.

               SECTION 3.02 Collection of Mortgage Loan Payments.

               (a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans it is
obligated to service hereunder and shall, to the extent such procedures shall be
consistent with this Agreement, follow such collection procedures in accordance
with the Servicing Standard; provided, that with respect to the Mortgage Loans
that have Anticipated Repayment Dates, so long as the related Mortgagor is in
compliance with each provision of the related Mortgage Loan documents, the
Master Servicer and Special Servicer (including the Special Servicer in its
capacity as a Certificateholder), shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of
Additional Interest or principal in excess of the principal component of the
constant Periodic Payment, other than requests for collection, until the
maturity date of the related Mortgage Loan; provided, that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer may, in its discretion, with
respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or
all of the Additional Interest accrued on any such Mortgage Loan if the
Mortgagor is ready and willing to pay all other amounts due under such Mortgage
Loan in full, including the Stated Principal Balance, provided that it acts in
accordance with the Servicing Standard and it has received the consent of the
Special Servicer, and neither the Master Servicer nor the Special Servicer will
have any liability to the Trust Fund, the Certificateholders or any other person
for any determination that is made in accordance with the Servicing Standard.
Consistent with the foregoing and subject to Section 3.20, the Special Servicer,
with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with
regard to a Mortgage Loan that is not a Specially Serviced Mortgage Loan may
waive any Penalty Interest or late payment charge in connection with any payment
on a Mortgage Loan.

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<PAGE>

               (b) All amounts collected in respect of any Mortgage Loan in the
form of payments from Mortgagors, Liquidation Proceeds (insofar as such
Liquidation Proceeds are of the nature described in clauses (i) through (iii) of
the definition thereof) or Insurance Proceeds shall be applied to either amounts
due and owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage or, if required
pursuant to the express provisions of the related Mortgage, or as determined by
the Master Servicer or Special Servicer in accordance with the Servicing
Standard, to the repair or restoration of the related Mortgaged Property, and,
in the absence of such express provisions, shall be applied for purposes of this
Agreement: first, as a recovery of any related and unreimbursed Advances plus
unreimbursed interest accrued thereon; second, as a recovery of accrued and
unpaid interest at the related Mortgage Rate on such Mortgage Loan, to the
extent such amounts have not been previously advanced, and exclusive of any
portion thereof that constitutes Additional Interest; third, as a recovery of
principal of such Mortgage Loan then due and owing, to the extent such amounts
have not been previously advanced, including, without limitation, by reason of
acceleration of the Mortgage Loan following a default thereunder; fourth, in
accordance with the normal servicing practices of the Master Servicer, as a
recovery of any other amounts then due and owing under such Mortgage Loan (other
than Additional Interest), including, without limitation, Prepayment Premiums,
Yield Maintenance Charges and Penalty Interest; fifth, as a recovery of any
remaining principal of such Mortgage Loan to the extent of its entire remaining
unpaid principal balance; and sixth, with respect to any ARD Loan after its
Anticipated Repayment Date, as a recovery of any unpaid Additional Interest. All
amounts collected on any Mortgage Loan in the form of Liquidation Proceeds of
the nature described in clauses (iv) through (vi) of the definition thereof
shall be deemed to be applied: first, as a recovery of any related and
unreimbursed Advances plus interest accrued thereon; second, as a recovery of
accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan
to but not including the Due Date in the Collection Period of receipt, to the
extent such amounts have not been previously advanced, and exclusive of any
portion thereof that constitutes Additional Interest; third, as a recovery of
principal, to the extent such amounts have not been previously advanced, of such
Mortgage Loan to the extent of its entire unpaid principal balance; and fourth,
with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery
of any unpaid Additional Interest. No such amounts shall be applied to the items
constituting additional servicing compensation as described in the first
sentence of Section 3.11(b) or 3.11(d) unless and until all principal and
interest and other amounts (other than late fees and Penalty Interest) then due
and payable on such Mortgage Loan has been collected. Amounts collected on any
REO Loan shall be deemed to be applied in accordance with the definition
thereof. The provisions of this paragraph with respect to the application of
amounts collected on any Mortgage Loan shall not alter in any way the right of
the Master Servicer, the Special Servicer or any other Person to receive
payments from the Certificate Account as set forth in clauses (ii) through (xiv)
of Section 3.05(a) from amounts so applied.

               (c) Within 30 days after the Closing Date, the Master Servicer
shall notify each Lease Enhancement Policy Insurer that (i) both the Master
Servicer and the Special Servicer shall be sent notices under each Lease
Enhancement Policy and (ii) [Trustee], as trustee for the registered holders of
the Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 200_-____, respectively, shall be named the insured party under each
Lease Enhancement Policy. In the event that the Master Servicer has actual
knowledge of an Insured


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<PAGE>

Event under any Lease Enhancement Policy, the Master Servicer shall notify the
Special Servicer thereof within three Business Days after learning of such
event. With respect to each Lease Enhancement Policy, the Master Servicer and
the Special Servicer shall each review and familiarize itself with the terms and
conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy. The
Special Servicer shall prepare and file a "proof of loss" form with the Lease
Enhancement Policy Insurer within five Business Days after receiving notice or
obtaining actual knowledge of any Insured Event under the related policy and
shall diligently process any claims under such policy in accordance with the
Servicing Standard. The Special Servicer shall abide by the terms and conditions
relating to enforcing claims and monitor the dates by which any claim or action
must be taken (including delivering any notices to the Lease Enhancement Policy
Insurer or performing any actions required under each policy) under each Lease
Enhancement Policy to realize the full value of such Lease Enhancement Policy
for the benefit of the Certificateholders. The Special Servicer shall give
notice to the Master Servicer of any claim made under any Lease Enhancement
Policy and of any Policy Termination Event of which the Master Servicer does not
already have notice.

               (d) In the event that the Master Servicer receives notice of any
Policy Termination Event, the Master Servicer shall, within three Business Days
after receipt of such notice, notify the Special Servicer, the Trustee and the
Rating Agencies of such Policy Termination Event in writing. Upon receipt of
such notice, the Special Servicer shall, notwithstanding that the servicing of
the related Mortgage Loan may not have been transferred to the Special Servicer
in accordance with Section 3.21 hereof, address such Policy Termination Event in
accordance with the Servicing Standard. Any legal fees incurred in connection
with a resolution of a Policy Termination Event shall be paid by the Master
Servicer as a Servicing Advance at the request of the Special Servicer or if
such advance is deemed to be a Nonrecoverable Advance such fees shall be
reimbursable to the Special Servicer as an Additional Trust Fund Expense from
the Certificate Account pursuant to Section 3.05(a).

               (e) Within 60 days after the Closing Date, the Master Servicer
shall notify each provider of a letter of credit for each Mortgage Loan
identified as having a letter of credit on the Mortgage Loan Schedule, that the
Master Servicer or the Special Servicer on behalf of the Trustee for the benefit
of the Certificateholders shall be the beneficiary under each such letter of
credit.

               (f) In the event that the Master Servicer or Special Servicer
receives Additional Interest in any Collection Period, or receives notice from
the related Mortgagor that the Master Servicer or Special Servicer will be
receiving Additional Interest in any Collection Period, the Master Servicer or
Special Servicer, as applicable, will promptly notify the Trustee. Subject to
the provisions of Section 3.02(a) hereof, none of the Master Servicer, the
Trustee, the Fiscal Agent or the Special Servicer shall be responsible for any
such Additional Interest not collected after notice from the related Mortgagor.

               (g) With respect to any Mortgage Loan in connection with which
the Mortgagor was required to escrow funds or to post a letter of credit related
to obtaining certain performance objectives described in the applicable Mortgage
Loan Documents, the Master Servicer (with the consent of the Special Servicer)
to the extent the Mortgage Loan Documents


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<PAGE>

provide for any discretion, with respect to non-Specially Serviced Mortgage
Loans, or the Special Servicer, with respect to Specially Serviced Mortgage
Loans shall, to the extent consistent with the Servicing Standard, hold such
escrows, letters of credit and proceeds thereof as additional collateral and not
apply such items to reduce the principal balance of such Mortgage Loan unless
otherwise required to do so pursuant to the applicable Mortgage Loan Documents,
applicable law or the Servicing Standard.

               SECTION 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.

               (a) The Master Servicer shall, as to all Mortgage Loans establish
and maintain one or more accounts (the "Servicing Accounts"), into which all
Escrow Payments shall be deposited and retained, and shall administer such
accounts in accordance with the terms of the Mortgage Loan documents. Each
Servicing Account shall be an Eligible Account unless not permitted by the terms
of the Mortgage Loan Documents. Withdrawals of amounts so collected from a
Servicing Account may be made (to the extent amounts have been escrowed for such
purpose) only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Master Servicer, the Trustee
or the Fiscal Agent for any unreimbursed Servicing Advances; (iii) refund to
Mortgagors any sums as may be determined to be overages; (iv) pay interest, if
required and as described below, to Mortgagors on balances in the Servicing
Account; (v) pay itself interest and investment income on balances in the
Servicing Account as described in Section 3.06(b), if and to the extent not
required by law or the terms of the applicable Mortgage Loan to be paid to the
Mortgagor; (vi) withdraw amounts deposited in error; or (vii) clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01; and for all other Mortgage Loans, to the extent
permitted under the Mortgage Loan Documents, to effect payment of accrued and
unpaid late charges, default interest and other reasonable fees. To the extent
permitted by law or the applicable Mortgage Loan, funds in the Servicing
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06 and in accordance with the terms of the related
Mortgage Loan documents. The Master Servicer shall pay or cause to be paid to
the Mortgagors interest, if any, earned on the investment of funds in Servicing
Accounts maintained thereby, if required by law or the terms of the related
Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary
notwithstanding. The Servicing Accounts shall not be considered part of the
segregated pool of assets constituting REMIC I, REMIC II or the Grantor Trust.

               (b) The Master Servicer (or the Special Servicer for Specially
Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with
respect to the related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof and (ii) use reasonable efforts to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof prior to the applicable penalty or termination date and, in any
event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items. For
purposes of effecting any such payment for which it is responsible, the Master
Servicer shall apply Escrow Payments (at the direction of the Special


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Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed under
the terms of the related Mortgage Loan or, if such Mortgage Loan does not
require the related Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the Master Servicer shall, as to all Mortgage Loans, use reasonable efforts
consistent with the Servicing Standard to enforce the requirement of the related
Mortgage that the Mortgagor make payments in respect of such items at the time
they first become due, and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.

               (c) The Master Servicer shall, as to all Mortgage Loans, make a
Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the
payment of the costs and expenses described in the definition of "Servicing
Advances", provided that the Master Servicer shall not make any Servicing
Advance prior to the penalty date or cancellation date, as applicable, if the
Master Servicer reasonably anticipates in accordance with the Servicing Standard
that the Mortgagor will pay such amount on or before the penalty date or
cancellation date, and provided, further, that the Master Servicer shall not be
obligated to make any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and in the case of REO Properties, from the operating revenues related thereto,
and further as provided in Section 3.05(a). No costs incurred by the Master
Servicer in effecting the payment of real estate taxes, assessments and, if
applicable, ground rents on or in respect of such Mortgaged Properties shall,
for purposes of this Agreement, including, without limitation, the Trustee's
calculation of monthly distributions to Certificateholders, be added to the
unpaid Stated Principal Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit. The foregoing shall in no way
limit the Master Servicer's ability to charge and collect from the Mortgagor
such costs together with interest thereon.

                  The Special Servicer shall give the Master Servicer, the
Trustee and the Fiscal Agent not less than five Business Days' notice with
respect to Servicing Advances to be made on any Specially Serviced Mortgage Loan
or REO Property, before the date on which the Master Servicer is required to
make any Servicing Advance with respect to a given Mortgage Loan or REO
Property; provided, however, that only two Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis (which may include, without limitation, Servicing Advances
required to make tax or insurance payments). In addition, the Special Servicer
shall provide the Master Servicer, the Trustee and the Fiscal Agent with such
information in its possession as the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, may reasonably request to enable the Master Servicer, the
Trustee or the Fiscal Agent, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by the Special Servicer that the Master Servicer make a Servicing
Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
Master Servicer shall be entitled to conclusively rely on such determination. On
the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer's determination as to
whether any Servicing Advance previously made with respect to a Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable


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Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination.

               If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days after such Advance is
required to be made, the Trustee shall, if a Responsible Officer of the Trustee
has actual knowledge of such failure on the part of the Master Servicer, give
written notice of such failure to the Master Servicer. If such Servicing Advance
is not made by the Master Servicer within three Business Days after such notice
then (subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
If the Trustee does not make such Servicing Advance within such period, the
Fiscal Agent shall make such Servicing Advance within such period. Any failure
by the Master Servicer to make a Servicing Advance hereunder shall constitute an
Event of Default by the Master Servicer subject to and as provided in Section
7.01.

               (d) In connection with its recovery of any Servicing Advance from
the Certificate Account pursuant to Section 3.05(a), each of the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to receive, out of
any amounts then on deposit in the Certificate Account, any unpaid interest at
the Reimbursement Rate in effect from time to time, compounded annually, accrued
on the amount of such Servicing Advance (to the extent made with its own funds)
from the date made to but not including the date of reimbursement such interest
to be payable, first, out of late payment charges and Penalty Interest received
on the related Mortgage Loans and REO Properties during the Collection Period in
which such reimbursement is made, and to the extent that such late payment
charges and Penalty Interest are insufficient, but only after or at the same
time the related Advance has been or is reimbursed pursuant to this Agreement,
then from general collections on the Mortgage Loans then on deposit in the
Certificate Account. To the extent the Master Servicer receives late payment
charges or Penalty Interest on a Mortgage Loan for which interest on Advances or
Additional Trust Fund Expenses related to such Mortgage Loan has been paid from
general collections on deposit in the Certificate Account during the preceding
12-month period and not previously reimbursed, the Master Servicer shall deposit
in the Certificate Account, on or prior to the P&I Advance Date following the
collection of such late payment charges or Penalty Interest, an amount equal to
the lesser of (i) the amount of late payment charges or Penalty Interest
received on such Mortgage Loan or (ii) the amount of interest paid to the Master
Servicer and Additional Trust Fund Expenses incurred on the related Servicing
Advance for such Mortgage Loan during such 12-month period for which the Trust
Fund has not been previously reimbursed. The Master Servicer shall reimburse
itself, the Trustee or the Fiscal Agent, as applicable, for any outstanding
Servicing Advance made thereby as soon as practicable after funds available for
such purpose have been received by the Master Servicer, and in no event shall
interest accrue in accordance with this Section 3.03(d) on any Servicing Advance
as to which the corresponding Escrow Payment or other similar payment by the
Mortgagor was received by the Master Servicer on or prior to the date the
related Servicing Advance was made.

               (e) The determination by the Master Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officers'
Certificate delivered promptly to the Trustee,


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the Fiscal Agent and the Depositor, setting forth the basis for such
determination, together with a copy of any Appraisal (the cost of which may be
paid out of the Certificate Account pursuant to Section 3.05(a)) of the related
Mortgaged Property or REO Property, as the case may be; which Appraisal shall be
conducted pursuant to Section 3.09(a) by the Master Servicer, or by or on behalf
of the Special Servicer if the Mortgage Loan is a Defaulted Mortgage Loan or, if
no such Appraisal has been performed, a copy of an Appraisal of the related
Mortgaged Property or REO Property, performed within the twelve months preceding
such determination and the party delivering such appraisal has no actual
knowledge of a material adverse change in the condition of the related Mortgaged
Property that would draw into question the applicability of such Appraisal, by
an Independent Appraiser or other expert in real estate matters, and further
accompanied by related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Property and any engineers'
reports, environmental surveys or similar reports that the Master Servicer or
the Special Servicer may have obtained and that support such determination. The
Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer or the Special Servicer that a Servicing
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if
the Master Servicer has failed to make a Servicing Advance for reasons other
than a determination by the Master Servicer that such Servicing Advance would be
a Nonrecoverable Advance, the Trustee or the Fiscal Agent shall make such
Servicing Advance within the time periods required by Section 3.03(c) unless the
Trustee or the Fiscal Agent in good faith, makes a determination that such
Servicing Advance would be a Nonrecoverable Advance.

               (f) The Master Servicer shall, as to all Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "Reserve
Accounts"), into which all Reserve Funds, if any, shall be deposited and
retained. Withdrawals of amounts so deposited may be made (i) to pay for, or to
reimburse the related Mortgagor in connection with, the related environmental
remediation, repairs and/or capital improvements at the related Mortgaged
Property if the repairs and/or capital improvements have been completed, and
such withdrawals are made in accordance with the Servicing Standard and the
terms of the related Mortgage Note, Mortgage and any agreement with the related
Mortgagor governing such Reserve Funds and any other items for which such
Reserve Funds were intended pursuant to the loan documents and (ii) to pay the
Master Servicer interest and investment income earned on amounts in the Reserve
Accounts as described below if permitted under the related Mortgage Loan
documents. To the extent permitted in the applicable Mortgage, funds in the
Reserve Accounts to the extent invested may be only invested in Permitted
Investments in accordance with the provisions of Section 3.06. All Reserve
Accounts shall be Eligible Accounts. The Reserve Accounts shall not be
considered part of the segregated pool of assets comprising REMIC I, REMIC II or
the Grantor Trust. Consistent with the Servicing Standard, the Master Servicer
may waive or extend the date set forth in any agreement governing such Reserve
Funds by which the required repairs and/or capital improvements at the related
Mortgaged Property must be completed.

               SECTION 3.04 Certificate Account, Interest Reserve Account,
Additional Interest Account and Distribution Account.

               (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Certificate
Account shall be an Eligible Account. The Master


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<PAGE>

Servicer shall deposit or cause to be deposited in the Certificate Account,
within one Business Day of receipt of available funds (in the case of payments
by Mortgagors or other collections on the Mortgage Loans) or as otherwise
required hereunder, the following payments and collections received or made by
the Master Servicer or on its behalf subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due and payable on or
before the Cut-off Date, which payments shall be delivered promptly to the
applicable Mortgage Loan Seller or its designee, with negotiable instruments
endorsed as necessary and appropriate without recourse), other than amounts
received from Mortgagors which are to be used to purchase defeasance collateral,
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:

               (i) all payments on account of principal of the Mortgage Loans
          including Principal Prepayments;

               (ii) all payments on account of interest on the Mortgage Loans
          including Additional Interest;

               (iii) all Prepayment Premiums and Yield Maintenance Charges;

               (iv) all Insurance Proceeds and Liquidation Proceeds (other than
          Liquidation Proceeds described in clause (vi) of the definition
          thereof that are required to be deposited in the Distribution Account
          pursuant to Section 9.01) received in respect of any Mortgage Loan;

               (v) any amounts required to be deposited by the Master Servicer
          pursuant to Section 3.06 in connection with losses incurred with
          respect to Permitted Investments of funds held in the Certificate
          Account;

               (vi) any amounts required to be deposited by the Master Servicer
          or the Special Servicer pursuant to Section 3.07(b) in connection with
          losses resulting from a deductible clause in a blanket hazard policy;

               (vii) any amounts required to be transferred from an REO Account
          pursuant to Section 3.16(c);

               (viii) any amount in respect of Purchase Prices and Substitution
          Shortfall Amounts pursuant to Section 2.03(b);

               (ix) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.19(a) in connection with Prepayment Interest
          Shortfalls;

               (x) any amount required to be deposited by the Master Servicer
          pursuant to Section 3.03(d) and 4.03(d) in connection with reimbursing
          the Trust Fund for interest paid on a P&I Advance or Servicing
          Advance, as applicable; and

               (xi) any amount paid by a Mortgagor to cover items for which a
          Servicing Advance has been previously made and for which the Master
          Servicer, the



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          Trustee or the Fiscal Agent, as applicable, has been previously
          reimbursed out of the Certificate Account.

                  The foregoing requirements for deposit in the Certificate
Account shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve
Accounts, and amounts that the Master Servicer and the Special Servicer are
entitled to retain as additional servicing compensation pursuant to Sections
3.11(b) and (d), need not be deposited by the Master Servicer in the Certificate
Account. If the Master Servicer shall deposit in the Certificate Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall promptly deliver to the Special
Servicer as additional servicing compensation in accordance with Section
3.11(d), assumption fees, late payment charges (to the extent not applied to pay
interest on Advances or Additional Trust Fund Expenses as provided in Sections
3.03(d) or 4.03(d)) and other transaction fees or other expenses received by the
Master Servicer to which the Special Servicer is entitled pursuant to either of
such Sections upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount. The Certificate Account shall
be maintained as a segregated account, separate and apart from trust funds
created for mortgage pass-through certificates of other series and the other
accounts of the Master Servicer.

                  Upon receipt of any of the amounts described in clauses (i)
through (iv) above with respect to any Mortgage Loan, the Special Servicer shall
promptly, but in no event later than one Business Day after receipt of available
funds, remit such amounts (net of any reimbursable expenses incurred by the
Special Servicer) to or at the direction of the Master Servicer for deposit into
the Certificate Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive
endorsement. Any such amounts received by the Special Servicer with respect to
an REO Property shall be deposited by the Special Servicer into the REO Account
and remitted to the Master Servicer for deposit into the Certificate Account
pursuant to Section 3.16(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse such check
to the order of the Master Servicer and shall deliver promptly, but in no event
later than three Business Days after receipt, any such check to the Master
Servicer by overnight courier, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason.

                  (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Distribution Account") at the Corporate Trust
Office to be held in trust for the benefit of the Certificateholders. The
Distribution Account shall be an Eligible Account. The Master Servicer shall
deliver to the Trustee each month on or before 2:00 PM (New York City time) on
the P&I Advance Date therein, for deposit in the Distribution Account, an
aggregate amount of immediately available funds equal to that portion of the
Available Distribution Amount (calculated without regard to clauses (a)(ii),
(a)(v) and (b)(ii)(B) of the definition thereof, and exclusive of payments and
other amounts received after the end of the related Collection Period) for the
related Distribution Date then on deposit in the Certificate Account, together
with (i) any Prepayment Premiums, Yield Maintenance Charges and/or Additional



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Interest received on the Mortgage Loans during the related Collection Period,
and (ii) in the case of the final Distribution Date, any additional amounts
contemplated by the second paragraph of Section 9.01.

                  In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Distribution Account:

                  (i) any P&I Advances required to be made by the Master
Servicer in accordance with Section 4.03(a); and

                  (ii) the Purchase Price paid in connection with the purchase
by the Master Servicer of all of the Mortgage Loans and any REO Properties
pursuant to Section 9.01, exclusive of the portion of such amounts required to
be deposited in the Certificate Account pursuant to Section 9.01.

                  The Trustee shall, upon receipt, deposit in the Distribution
Account any and all amounts received by the Trustee that are required by the
terms of this Agreement to be deposited therein.

                 (c) The Master Servicer shall establish and maintain one or
more accounts (collectively, the "Interest Reserve Account"), held on behalf of
the Trustee in trust for the benefit of the Certificateholders. The Interest
Reserve Account shall be an Eligible Account. On or before each Distribution
Date in February and, during each year that is not a leap year, January, the
Master Servicer shall withdraw from the Certificate Account and deposit in the
Interest Reserve Account, with respect to each Interest Reserve Loan, an amount
equal to the Interest Reserve Amount in respect of such Interest Reserve Loan
for such Distribution Date (such withdrawal from the Certificate Account to be
made out of general collections on the Mortgage Pool where any related P&I
Advance was deposited in the Distribution Account).

                  (d) Prior to any Collection Period during which Additional
Interest is received, and upon notification from the Master Servicer or Special
Servicer pursuant to Section 3.02(f), the Trustee shall establish and maintain
the Additional Interest Account in the name of the Trustee in trust for the
benefit of the Class Z-I and Class Z-II Certificateholders. The Additional
Interest Account shall be established and maintained as an Eligible Account.
Prior to the applicable Distribution Date, the Master Servicer shall remit to
the Trustee for deposit in the Additional Interest Account an amount equal to
the Additional Interest received during the applicable Collection Period.

                  (e) Following the distribution of Additional Interest to Class
Z-I and Class Z-II Certificateholders on the first Distribution Date after which
there are no longer any Mortgage Loans outstanding which pursuant to their terms
could pay Additional Interest, the Trustee shall terminate the Additional
Interest Account.

                  (f) Funds in the Certificate Account and the Interest Reserve
Account may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. Funds in the Distribution Account and the Additional
Interest Account shall remain uninvested. The Master Servicer shall give written
notice to the Trustee, the Special Servicer and the Rating Agencies of the
location of the Certificate Account as of the Closing Date and of the new



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location of the Certificate Account prior to any change thereof. The Trustee
shall give written notice to the Master Servicer, the Special Servicer and the
Rating Agencies of any new location of the Distribution Account prior to any
change thereof.

               SECTION 3.05 Permitted Withdrawals From the Certificate Account,
Interest Reserve Account, the Additional Interest Account and the Distribution
Account.

               (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):

                    (i) to remit to the Trustee for deposit in the Distribution
               Account the amounts required to be so deposited pursuant to the
               first paragraph of Section 3.04(b) and any amount that may be
               applied to make P&I Advances pursuant to Section 4.03(a);

                    (ii) to reimburse the Fiscal Agent, the Trustee and itself,
               in that order, for unreimbursed P&I Advances, the Fiscal Agent's,
               the Trustee's and Master Servicer's right to reimbursement
               pursuant to this clause (ii) with respect to any P&I Advance
               (other than Nonrecoverable Advances, which are reimbursable
               pursuant to clause (vii) below) being limited to amounts that
               represent Late Collections of interest and principal (net of any
               related Workout Fee or Principal Recovery Fee) received in
               respect of the particular Mortgage Loan or REO Loan as to which
               such P&I Advance was made;

                    (iii) to pay to itself earned and unpaid Master Servicing
               Fees in respect of each Mortgage Loan and REO Loan, the Master
               Servicer's right to payment pursuant to this clause (iii) with
               respect to any Mortgage Loan or REO Loan being limited to amounts
               received on or in respect of such Mortgage Loan (whether in the
               form of payments, Liquidation Proceeds or Insurance Proceeds) or
               such REO Loan (whether in the form of REO Revenues, Liquidation
               Proceeds or Insurance Proceeds) that are allocable as a recovery
               of interest thereon;

                    (iv) to pay to the Special Servicer earned and unpaid
               Special Servicing Fees in respect of each Specially Serviced
               Mortgage Loan and REO Loan;

                    (v) to pay the Special Servicer (or, if applicable, a
               predecessor Special Servicer) earned and unpaid Workout Fees or
               Principal Recovery Fees in respect of each Specially Serviced
               Mortgage Loan, Corrected Mortgage Loan and REO Loan, the Special
               Servicer's (or, if applicable, any predecessor Special
               Servicer's) right to payment pursuant to this clause (v) with
               respect to any such Mortgage Loan or REO Loan being limited to
               amounts received on or in respect of such Specially Serviced
               Mortgage Loan or Corrected Mortgage Loan (whether in the form of
               payments or Liquidation Proceeds) or such REO Loan (whether in
               the form of REO Revenues or Liquidation Proceeds) that are
               allocable as a recovery of principal or interest thereon
               (provided that no Principal Recovery Fee shall be payable out of
               (i) Insurance Proceeds and (ii) any Liquidation Proceeds received
               in connection with a condemnation or the purchase of any Mortgage
               Loan or REO Property by a Mortgage Loan Seller pursuant to the
               Merrill Mortgage Loan


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<PAGE>

               Purchase Agreement or the [Seller] Mortgage Loan Purchase
               Agreement, by the Majority Subordinate Certificateholder or the
               Special Servicer as described in Section 3.18(c), Section
               3.18(e), Section 3.18(h) or Section 3.18(m), or by the Master
               Servicer, the Special Servicer or the Majority Subordinate
               Certificateholder pursuant to Section 9.01);

                    (vi) to reimburse the Fiscal Agent, the Trustee or itself,
               in that order, for any unreimbursed Servicing Advances, the
               Fiscal Agent's, the Trustee's and the Master Servicer's
               respective rights to reimbursement pursuant to this clause (vi)
               with respect to any Servicing Advance being limited to payments
               made by the related Mortgagor that are allocable to such
               Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds
               and, if applicable, REO Revenues received in respect of the
               particular Mortgage Loan or REO Property as to which such
               Servicing Advance was made;

                    (vii) to reimburse the Fiscal Agent, the Trustee or itself,
               in that order, for any unreimbursed Advances that have been or
               are determined to be Nonrecoverable Advances or to pay itself,
               with respect to any Mortgage Loan or any REO Property, any
               related earned Master Servicing Fee that remained unpaid in
               accordance with clause (iii) above following a Final Recovery
               Determination made with respect to such Mortgage Loan or REO
               Property and the deposit into the Certificate Account of all
               amounts received in connection therewith;

                    (viii) at such time as it reimburses the Fiscal Agent, the
               Trustee or itself, in that order, for any unreimbursed Advance
               pursuant to clause (ii), (vi) or (vii) above, to pay the Fiscal
               Agent, the Trustee or itself, as the case may be, in that order,
               any interest accrued and payable thereon in accordance with
               Section 3.03(d) or 4.03(d), as applicable; the Master Servicer's
               rights to payment pursuant to this clause (viii) with respect to
               interest on any Advance being permitted to be satisfied (A) out
               of late payment charges and Penalty Interest collected on or in
               respect of the related Mortgage Loan and REO Loan, during the
               Collection Period in which such Advance is reimbursed (the use of
               such late payment charges and Penalty Interest to be allocated
               between the Master Servicer and the Special Servicer on a pro
               rata basis based on the amount of late payment charges and
               Penalty Interest that the Master Servicer and the Special
               Servicer have received as additional servicing compensation
               during such Collection Period), and (B) to the extent that the
               late payment charges and Penalty Interest described in the
               immediately preceding clause (A) are insufficient, but only at
               the same time or after such Advance has been reimbursed, out of
               general collections on the Mortgage Loans and any REO Properties
               on deposit in the Certificate Account;

                    (ix) to pay for costs and expenses incurred by the Trust
               Fund as an Additional Trust Fund Expense pursuant to Section
               3.12(a);

                    (x) to pay itself, as additional servicing compensation in
               accordance with Section 3.11(b), (A) interest and investment
               income earned in respect of amounts held in the Certificate
               Account as provided in Section 3.06(b), but only to the extent of
               the Net Investment Earnings with respect to the Certificate
               Account for any Collection Period; (B) any Prepayment Interest
               Excesses (after deduction of the amounts required to be deposited
               by the Master Servicer in the Certificate Account for the related
               Distribution


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<PAGE>

               Date pursuant to Section 3.19(a) in connection with Prepayment
               Interest Shortfalls); and (C) Penalty Interest and late payment
               charges (to the extent such Penalty Interest and/or late payment
               charges were not applied to offset interest on Advances or
               Additional Trust Fund Expenses pursuant to clause (viii)(A) or
               Additional Trust Fund Expenses pursuant to Section 3.03(d) or
               inspection expenses pursuant to Section 3.12(a));

                    (xi) to pay for the cost of an independent appraiser or
               other expert in real estate matters retained pursuant to Section
               3.03(e), 3.09(a), 3.18 or 4.03(c);

                    (xii) to pay itself, the Special Servicer, the Depositor, or
               any of their respective directors, officers, members, managers,
               employees and agents, as the case may be, any amounts payable to
               any such Person pursuant to Section 6.03;

                    (xiii) to pay for (A) the advice of counsel and tax
               accountants contemplated by Section 3.17(a)(iii), (B) the cost of
               the Opinions of Counsel contemplated by Sections 3.09(b)(ii),
               3.20(d) and 11.02(a), (C) the cost of an Opinion of Counsel
               contemplated by Section 11.01(a) or 11.01(c) in connection with
               any amendment to this Agreement requested by the Master Servicer
               or the Special Servicer that protects or is in furtherance of the
               rights and interests of Certificateholders, and (D) the cost of
               recording this Agreement in accordance with Section 11.02(a);

                    (xiv) to pay itself, the Special Servicer, any of the
               Mortgage Loan Sellers, the Majority Subordinate Certificateholder
               or any other Person, as the case may be, with respect to each
               Mortgage Loan, if any, previously purchased by such Person
               pursuant to this Agreement, all amounts received thereon
               subsequent to the date of purchase;

                    (xv) to withdraw any Interest Reserve Amount and deposit
               such Interest Reserve Amount into the Interest Reserve Account
               pursuant to Section 3.04(c);

                    (xvi) to remit to the Trustee for deposit into the
               Additional Interest Account the amounts required to be deposited
               pursuant to Section 3.04(d);

                    (xvii) to remit to the Trustee for deposit into the
               Distribution Account the amounts required to be deposited
               pursuant to Section 3.04(b);

                    (xviii) to pay the cost of any Environmental Assessment or
               any remedial, corrective or other action pursuant to Section
               3.09(c);

                    (xix) to withdraw any amounts deposited in error;

                    (xx) to withdraw any other amounts that this Agreement
               expressly provides may be withdrawn from the Certificate Account;
               and

                    (xxi) to clear and terminate the Certificate Account at the
               termination of this Agreement pursuant to Section 9.01.

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                  The Master Servicer shall keep and maintain separate
accounting records, on a loan-by-loan basis when appropriate, in connection with
any withdrawal from the Certificate Account pursuant to clauses (ii)-(xvii)
above and such records shall be sufficient to determine the amounts attributable
to REMIC I.

                  The Master Servicer shall pay to the Special Servicer (or to
third party contractors at the direction of the Special Servicer), the Trustee
or the Fiscal Agent from the Certificate Account amounts permitted to be paid to
the Special Servicer (or to such third party contractors), the Trustee or the
Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing
Officer of the Special Servicer or of a Responsible Officer of the Trustee or
the Fiscal Agent, as the case may be, describing the item and amount to which
the Special Servicer (or such third party contractors), the Trustee or the
Fiscal Agent, as the case maybe, is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account. With respect to each
Mortgage Loan for which it makes an Advance, the Trustee and the Fiscal Agent
shall similarly keep and maintain separate accounting for each Mortgage Loan, on
a loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account for reimbursements of
Advances or interest thereon.

                  (b) The Trustee may, from time to time, make withdrawals
from the Distribution Account for any of the following purposes (in no
particular order of priority):

                    (i) to make deemed distributions to itself as holder of the
               REMIC I Regular Interests and to make distributions to
               Certificateholders on each Distribution Date pursuant to Section
               4.01 or 9.01, as applicable;

                    (ii) to pay itself, the Fiscal Agent or any of their
               directors, officers, employees and agents, as the case may be,
               any amounts payable or reimbursable to any such Person pursuant
               to Section 8.05 to the extent not paid pursuant to Section
               4.01(i);

                    (iii) to pay itself respective portions of the Trustee Fee
               as contemplated by Section 8.05(a) hereof with respect to the
               Mortgage Loans;

                    (iv) to pay for the cost of the Opinions of Counsel sought
               by it (A) as provided in clause (v) of the definition of
               "Disqualified Organization", (B) as contemplated by Section
               3.20(d), 9.02(a) and 10.01(h), or (C) as contemplated by Section
               11.01(a) or 11.01(c) in connection with any amendment to this
               Agreement requested by the Trustee which amendment is in
               furtherance of the rights and interests of Certificateholders;

                    (v) to pay any and all federal, state and local taxes
               imposed on any of the REMICs created hereunder or on the assets
               or transactions of any such REMIC, together with all incidental
               costs and expenses, to the extent none of the Trustee, the REMIC
               Administrator, the Master Servicer or the Special Servicer is
               liable therefor pursuant to Section 10.01(i);

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                    (vi) to pay the REMIC Administrator any amounts reimbursable
               to it pursuant to Section 10.01(f);

                    (vii) to pay to the Master Servicer any amounts deposited by
               the Master Servicer in the Distribution Account not required to
               be deposited therein; and

                    (viii) to clear and terminate the Distribution Account at
               the termination of this Agreement pursuant to Section 9.01.

                  (c) The Master Servicer shall on each P&I Advance Date to
occur in March of each year, withdraw from the Interest Reserve Account and
deposit into the Distribution Account in respect of each Interest Reserve Loan,
an amount equal to the aggregate of the Interest Reserve Amounts deposited into
the Interest Reserve Account pursuant to Section 3.04(c) during the immediately
preceding Collection Period and, if applicable, the second preceding Collection
Period.

                  (d) The Trustee shall, on any Distribution Date, make
withdrawals from the Additional Interest Account to the extent required to make
the distributions of Additional Interest required by Section 4.01(b).

                  SECTION 3.06 Investment of Funds in the Servicing Accounts,
the Reserve Accounts, the Certificate Account, the Interest Reserve Account, the
Distribution Account, the Additional Interest Account and the REO Account.

                  (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Interest
Reserve Account or the Certificate Account (each, for purposes of this Section
3.06, an "Investment Account"), and the Special Servicer may direct in writing
any depository institution maintaining the REO Account (also, for purposes of
this Section 3.06, an "Investment Account"), to invest, or if it is such
depository institution, may itself invest, the funds held therein only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, no later than the Business Day immediately preceding
the next succeeding date on which such funds are required to be withdrawn from
such account pursuant to this Agreement. Funds held in the Distribution Account
and the Additional Interest Account shall remain uninvested. In the event that
the Master Servicer shall have failed to give investment directions for any
Servicing Account, any Reserve Account, the Certificate Account, the Interest
Reserve Account (exclusive of any accounts as are held by the Master Servicer)
or the Special Servicer shall have failed to give investment directions for the
REO Account by 11:00 A.M. New York time on any Business Day on which there may
be uninvested cash, such funds held in the REO Account shall be invested in
securities described in clause (i) of the definition of the term "Permitted
Investments"; and such funds held in such other accounts shall be invested in
securities described in clause (v) of such definition. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts, the
Certificate Account or the Interest Reserve Account) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Account), on behalf
of the Trustee, shall (and the Trustee


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hereby designates the Master Servicer and the Special Servicer, as applicable,
as the person that shall) maintain continuous possession of any Permitted
Investment that is either (i) a "certificated security", as such term is defined
in the UCC, or (ii) other property in which a secured party may perfect its
security interest by possession under the UCC or any other applicable law.
Possession of any such Permitted Investment by the Master Servicer or the
Special Servicer shall constitute possession by the Trustee, as secured party,
for purposes of Section 9-313 of the UCC and any other applicable law. If
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of the
Certificate Account, Servicing Accounts, the Interest Reserve Account and
Reserve Accounts), or the Special Servicer (in the case of the REO Account)
shall:

                    (i) consistent with any notice required to be given
               thereunder, demand that payment thereon be made on the last day
               such Permitted Investment may otherwise mature hereunder in an
               amount equal to the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

                    (ii) demand payment of all amounts due thereunder promptly
               upon determination by the Master Servicer or the Special
               Servicer, as the case may be, that such Permitted Investment
               would not constitute a Permitted Investment in respect of funds
               thereafter on deposit in the Investment Account.

                  (b) Whether or not the Master Servicer directs the
investment of funds in any of the Servicing Accounts, the Reserve Accounts, the
Certificate Account, or the Interest Reserve Account, interest and investment
income realized on funds deposited therein, to the extent of the related Net
Investment Earnings, if any, for each Collection Period and, in the case of a
Reserve Account or a Servicing Account, to the extent not otherwise payable to
the related Mortgagor in accordance with applicable law or the related Mortgage
Loan documents, shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section
3.03(a), 3.03(f) or 3.05(a), as applicable. Whether or not the Special Servicer
directs the investment of funds in the REO Account, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of the Servicing Accounts, the Reserve Accounts, the
Interest Reserve Account and the Certificate Account, excluding any accounts
containing amounts invested solely for the benefit of, and at the direction of,
the Mortgagor under the terms of the Mortgage Loan or applicable law) and the
Special Servicer (in the case of the REO Account) shall promptly deposit therein
from its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Collection Period, provided, that neither the
Master Servicer nor the Special Servicer shall be required to deposit any loss
on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company satisfied the
qualifications set forth in the definition of Eligible Account at the time such
investment was made.



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<PAGE>

                    (c) Except as otherwise expressly provided in this
Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required
under any Permitted Investment and the Special Servicer or the Master Servicer
fails to deposit any losses with respect to such Permitted Investment pursuant
to Section 3.06(b), the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to not less than __% of the Voting
Rights allocated to any Class, shall take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.

                    (d) Notwithstanding the investment of funds held in any
Investment Account, for purposes of the calculations hereunder, including,
without limitation, the calculation of the Available Distribution Amount, the
amounts so invested shall be deemed to remain on deposit in such Investment
Account.

                    SECTION 3.07 Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.

                    (a) The Master Servicer (with respect to Mortgage Loans and
(to the extent that the Trust Fund has an insurable interest) Specially Serviced
Mortgaged Loans) and the Special Servicer (with respect to REO Properties)
shall, consistent with the Servicing Standard, cause to be maintained for each
Mortgaged Property all insurance coverage as is required under the related
Mortgage; provided that if and to the extent that any such Mortgage permits the
holder thereof any discretion (by way of consent, approval or otherwise) as to
the insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer shall exercise such discretion in a manner consistent with the
Servicing Standard and subject to the terms of this Section 3.07; and provided
further that, if and to the extent that a Mortgage so permits, the related
Mortgagor shall be required to exercise its reasonable best efforts to obtain
the required insurance coverage from Qualified Insurers and required insurance
coverage obtained by the Master Servicer shall be from Qualified Insurers. The
cost of any such insurance coverage obtained by either the Master Servicer or
the Special Servicer shall be a Servicing Advance to be paid by the Master
Servicer pursuant to Section 3.03. If not required under the terms of the
Mortgage or the Mortgage Loan Documents, the Majority Subordinate
Certificateholder may request that earthquake insurance be secured for one or
more Mortgaged Properties at the expense of the Majority Subordinate
Certificateholder. Subject to Section 3.17(a), the Special Servicer shall also
cause to be maintained for each REO Property no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage; provided that
all such insurance shall be obtained from Qualified Insurers. All such insurance
policies maintained by the Master Servicer or the Special Servicer (i) shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Trustee or the
Master Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer
(in the case of insurance maintained in respect of REO Properties), on behalf of
the Trustee; (iii) shall be non-cancelable without 30 days' prior written notice
to the insured party; (iv) shall include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing a Mortgaged
Property or REO Property, as applicable, or (y) the outstanding principal
balance owing on the related Mortgage Loan or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance
provisions; (v)


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shall include a replacement cost endorsement providing no deduction for
depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents); (vi) shall include such other insurance, including, to
the extent available at commercially reasonable rates, earthquake insurance,
where applicable, as required under the applicable Mortgage or other Mortgage
Loan Documents; (vii) to the extent that the Mortgage or other Mortgage Loan
Documents specifically require terrorism coverage or the Mortgage requires the
related Mortgagor to carry "all risk" coverage, shall include terrorism
coverage, unless the failure to obtain such terrorism coverage constitutes an
Acceptable Insurance Default; and (viii) in each case such insurance shall be
issued by an insurer authorized under applicable law to issue such insurance.
Notwithstanding the foregoing, the Special Servicer shall not be required to
obtain, and shall not be in default hereunder for failing to obtain, any
insurance for an REO Property that was previously required of the Mortgagor
under the related Mortgage if (a) such insurance is not available at any rate;
(b) such insurance is not available from a Qualified Insurer (provided that
Special Servicer shall obtain such insurance from the next highest rated insurer
offering such insurance at commercially reasonable rates); or (c) subject to the
rights of and consultation with the Controlling Class Representative, such
insurance is not available at commercially reasonable rates and the subject
hazards are not commonly insured against by prudent owners of similar real
properties in similar locales (but only by reference to such insurance that has
been obtained by such owners at then current market rates). Any amounts
collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related
Mortgagor, in each case subject to the rights of any tenants and ground lessors,
as the case may be, and in each case in accordance with the terms of the related
Mortgage and the Servicing Standard) shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.05(a), in the case of
amounts received in respect of a Mortgage Loan or in the REO Account, subject to
withdrawal pursuant to Section 3.16(c), in the case of amounts received in
respect of an REO Property. Any cost incurred by the Master Servicer or the
Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

                    (b) If the Master Servicer or the Special Servicer shall
obtain and maintain, or cause to be obtained and maintained, a blanket policy
insuring against hazard losses on all of the Mortgage Loans and/or REO
Properties that it is required to service and administer, then, to the extent
such policy (i) is obtained from a Qualified Insurer and (ii) provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or REO Properties. In the
event that the Special Servicer causes any REO Property to be covered by such
blanket policy, the incremental cost of such insurance applicable to such REO
Property (other than any minimum or standby premium payable for such policy
whether or not any REO Property is covered thereby) shall be paid by the Master
Servicer as a Servicing Advance. Such blanket policy may contain a deductible
clause (not in excess of a customary amount), in which case the Master Servicer
or the Special Servicer, as appropriate, shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more losses that would have been covered by such policy, promptly
deposit into the Certificate


                                       88
<PAGE>

Account from its own funds the amount not otherwise payable under the blanket
policy because of such deductible clause. The Master Servicer or the Special
Servicer, as appropriate, shall prepare and present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.

                  (c) Each of the Master Servicer and the Special Servicer
shall at all times during the term of this Agreement (or, in the case of the
Special Servicer, at all times during the term of this Agreement in which
Specially Serviced Mortgage Loans or REO Properties are part of the Trust Fund)
keep in force a fidelity bond with Qualified Insurers, such fidelity bond to be
in such form and amount as would permit it to be a qualified FNMA or FHLMC,
whichever is greater, seller-servicer of multifamily mortgage loans, or in such
other form and amount as would not cause the qualification, downgrading or
withdrawal of any rating assigned by any Rating Agency to the Certificates (as
evidenced in writing from each Rating Agency). Each of the Master Servicer and
the Special Servicer shall be deemed to have complied with the foregoing
provision if an Affiliate thereof has such fidelity bond coverage and, by the
terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be. Such fidelity bond
shall provide for ten days' written notice to the Trustee prior to any
cancellation.

                  Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund)
also keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers, employees
and agents in connection with its servicing obligations hereunder, which policy
or policies shall be in such form and amount as would permit it to be a
qualified FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Master Servicer or the
Special Servicer, as the case may be. Any such errors and omissions policy shall
provide for ten days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

                  For so long as the long-term debt obligations of the Master
Servicer or Special Servicer, as the case may be (or in the case of the initial
Master Servicer and Special Servicer, their respective direct parent), are rated
at least "A" or the equivalent by all of the Rating Agencies (or such lower
rating as will not result in qualification, downgrading or withdrawal of the
ratings then assigned to the Certificates, as evidenced in writing by the Rating
Agencies), such Person may self-insure with respect to the risks described in
this subsection.

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                    SECTION 3.08 Enforcement of Alienation Clauses.

                    (a) Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance provision, the Master Servicer shall promptly
forward such request to the Special Servicer. With respect to all Mortgage
Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Mortgagor, unless the Special Servicer (after providing the
Controlling Class Representative 12 Business Days notice of such proposed action
pursuant to Section 6.11 hereof, which notice shall be given by the Special
Servicer no later than three Business Days after receipt of such request) has,
subject to compliance with Section 6.11 hereof, determined, consistent with the
Servicing Standard and subject to compliance with the provisions of Section 6.11
hereof, that waiver of such restrictions would be in accordance with the
Servicing Standard. The Special Servicer shall prepare a written analysis
relating to such request, make recommendations relating to such request and
conduct the "closing" and retain legal counsel if necessary to document such
request. Promptly after the Special Servicer (after providing the Controlling
Class Representative 12 Business Days notice of such proposed action pursuant to
Section 6.11, which notice shall be given by the Special Servicer no later than
three Business Days after receipt of such request) has made any such
determination, the Special Servicer shall deliver to the Trustee, the Master
Servicer, the Rating Agencies and each other party hereto an Officers'
Certificate setting forth the basis for such determination. The Special Servicer
shall not exercise any such waiver in respect of a due-on-encumbrance provision
of any Mortgage Loan (i) for which the aggregate of the Stated Principal Balance
of such Mortgage Loan and the Stated Principal Balance of all other Mortgage
Loans that are cross-collateralized, cross-defaulted or have been made to
Mortgagors affiliated with the Mortgagor on such Mortgage Loan, are equal to or
greater than _% of the aggregate Stated Principal Balance of all Mortgage Loans
or $_________ or which is one of the ten largest Mortgage Loans as of the date
of the waiver (by Stated Principal Balance), without receiving prior written
confirmation from Moody's that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates and
(ii) for which (a) the aggregate of the Stated Principal Balance of such
Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that
are cross-collateralized, cross-defaulted or have been made to Mortgagors
affiliated with the Mortgagor on such Mortgage Loan, are greater than _% of the
aggregate Stated Principal Balance of all Mortgage Loans or (b) is one of the
ten largest Mortgage loans as of the date of the waiver (by Stated Principal
Balance); and such Mortgage Loan has a Loan-to-Value Ratio that is greater than
__% and a Debt Servicer Coverage Ratio (calculated to include the additional
debt from any encumbrance) of ___x, without receiving a prior written
confirmation from S&P that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates.
The Special Servicer shall not exercise any such waiver in respect of a
due-on-sale provision of any Mortgage Loan (i) for which the aggregate of the
Stated Principal Balance of such Mortgage Loan and the Stated Principal Balance
of all other Mortgage Loans that are cross-collateralized, cross-defaulted or
have been made to Mortgagors affiliated with the Mortgagor on such Mortgage
Loan, are equal to or greater than % of the aggregate Stated Principal Balance
of all Mortgage Loans or $______ or (ii) which is one of the ten largest
Mortgage Loans as of the date of the waiver (by Stated Principal Balance),
without receiving prior written confirmation from the Rating Agencies that such
action would not result in a downgrading, qualification or withdrawal of any of
the ratings


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<PAGE>

then assigned to the Certificates. With respect to a waiver of a due-on-sale
provision, in the event that such Mortgage Loan does not meet the criteria set
forth in the prior sentence, and the Mortgage Loan documents contain a
requirement for Rating Agency approval, the Special Servicer may waive such
requirement without Rating Agency approval in accordance with the Servicing
Standard.

                    (b) Notwithstanding any other provisions of this Section
3.08, the Master Servicer with respect to Mortgage Loans which are not Specially
Serviced Mortgage Loans (without the Special Servicer's consent) or the Special
Servicer with respect to Specially Serviced Mortgage Loans, as applicable, may
grant, without any Rating Agency confirmation as provided in paragraph (a)
above, a Mortgagor's request for consent to subject the related Mortgaged
Property to an easement or right-of-way for utilities, access, parking, public
improvements or another purpose, and may consent to subordination of the related
Mortgage Loan to such easement or right-of-way provided the Master Servicer or
the Special Servicer, as applicable, shall have determined in accordance with
the Servicing Standard that such easement or right-of-way shall not materially
interfere with the then-current use of the related Mortgaged Property, or the
security intended to be provided by such Mortgage, the related Mortgagor's
ability to repay the Mortgage Loan, or materially or adversely affect the value
of such Mortgaged Property or cause the Mortgage Loan to cease to be a qualified
mortgage loan for REMIC purposes.

                    (c) Within ninety (90) days of the Closing Date, with
respect to each of the Mortgage Loans covered by an environmental insurance
policy, the Master Servicer (or the Special Servicer in the case of a Specially
Serviced Mortgage Loan) shall notify the insurer under such environmental
insurance policy and take all other action necessary for the Trustee, on behalf
of the Certificateholders, to be an insured (and for the Master Servicer (or the
Special Servicer in the case of a Specially Serviced Mortgage Loan), on behalf
of the Trust Fund, to make claims) under such environmental insurance policy. In
the event that the Master Servicer (or the Special Servicer in the case of a
Specially Serviced Mortgage Loan) has actual knowledge of any event (an "Insured
Environmental Event") giving rise to a claim under any environmental insurance
policy in respect of any Mortgage Loan covered thereby, the Master Servicer (or
the Special Servicer in the case of a Specially Serviced Mortgage Loan) shall,
in accordance with the terms of such environmental insurance policy and the
Servicing Standard, timely make a claim thereunder with the appropriate insurer
and shall take such other actions in accordance with the Servicing Standard
which are necessary under such environmental insurance policy in order to
realize the full value thereof for the benefit of the Certificateholders. Any
legal fees, premiums or other out-of-pocket costs incurred in accordance with
the Servicing Standard in connection with any such claim under an environmental
insurance policy shall be paid by the Master Servicer and shall be reimbursable
to it as a Servicing Advance. With respect to each environmental insurance
policy that relates to one or more Mortgage Loans, the Master Servicer shall
review and familiarize itself with the terms and conditions relating to
enforcement of claims and shall monitor the dates by which any claim must be
made or any action must be taken under such policy to realize the full value
thereof for the benefit of the Certificateholders in the event the Master
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy.



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<PAGE>

                  In the event that the Master Servicer (or the Special Servicer
in the case of a Specially Serviced Mortgage Loan) receives notice of any
termination of any environmental insurance policy that relates to one or more
Mortgage Loans, the Master Servicer (or the Special Servicer in the case of a
Specially Serviced Mortgage Loan) shall, within five Business Days after receipt
of such notice, notify the Special Servicer, the Controlling Class
Representative, the Rating Agencies and the Trustee of such termination in
writing. Upon receipt of such notice, the Master Servicer with respect to
non-Specially Serviced Mortgage Loans, and the Special Servicer with respect to
Specially Serviced Mortgage Loans, shall address such termination in accordance
with Section 3.07(a) in the same manner as it would the termination of any other
Insurance Policy required under the related Mortgage Loan documents. Any legal
fees, premiums or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with a resolution of such termination of an
environmental insurance policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

                    SECTION 3.09 Realization Upon Defaulted Mortgage Loans;
Required Appraisals.

                    (a) The Special Servicer shall, subject to Sections 3.09(b)
through 3.09(d) and Section 6.11, exercise reasonable efforts, consistent with
the Servicing Standard, to foreclose upon or exercise any power of sale
contained in the related Mortgage, obtain a deed-in-lieu of foreclosure, or
otherwise acquire title to the corresponding Mortgaged Property by operation of
law or otherwise in relation to such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments, including, without limitation, pursuant to
Section 3.20. Subject to the second paragraph of Section 3.03(c), the Master
Servicer shall advance all costs and expenses (other than costs or expenses that
would, if incurred, constitute a Nonrecoverable Servicing Advance) incurred by
the Special Servicer in any such proceedings, and shall be entitled to
reimbursement therefor as provided in Section 3.05(a). Nothing contained in this
Section 3.09 shall be construed so as to require the Special Servicer, on behalf
of the Trust Fund, to make a bid on any Mortgaged Property at a foreclosure sale
or similar proceeding that is in excess of the fair market value of such
property, as determined by the Special Servicer in accordance with the Servicing
Standard and in its reasonable and good faith judgment taking into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the
Mortgaged Property or REO Property, the state of the local economy, the
obligation to dispose of any REO Property within the time period specified in
Section 3.16(a) and the results of any appraisal obtained pursuant to the
following sentence, all such bids to be made in a manner consistent with the
Servicing Standard. If and when the Master Servicer or the Special Servicer
deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may, at the expense of the
Trust Fund, have an appraisal performed with respect to such property by an
Independent Appraiser or other expert in real estate matters; which appraisal
shall take into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan, the occupancy level and
physical condition of the Mortgaged Property or REO Property, the state of the
local economy and the obligation to dispose of any REO Property within the time
period specified in Section 3.16(a), including without limitation, any



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environmental, engineering or other third party reports available, and other
factors that a prudent real estate appraiser would consider.

                  With respect to each Required Appraisal Mortgage Loan, the
Special Servicer will be required to obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance, net of
related unreimbursed advances of principal, of less than $__________, an
internal valuation performed by the Special Servicer) within __ days of a
Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an appraisal
meeting the requirements of a Required Appraisal was obtained for such Required
Appraisal Mortgage Loan within the prior 12 months and the Special Servicer has
no actual knowledge of a material adverse change in the condition of the related
Mortgaged Property in which case such appraisal may be a letter update of the
Required Appraisal) and thereafter shall obtain a Required Appraisal (or with
respect to any Mortgage Loan with an outstanding principal balance less than
$____________, an internal valuation performed by the Special Servicer) once
every 12 months (or sooner if the Special Servicer has actual knowledge of a
material adverse change in the condition of the related Mortgaged Property) if
such Mortgage Loan remains a Required Appraisal Mortgage Loan. The Special
Servicer will deliver a copy of each Required Appraisal (or letter update or
internal valuation) to the Master Servicer, the Controlling Class Representative
and the Trustee within 10 Business Days of obtaining such Required Appraisal (or
letter update or internal valuation). Subject to the second paragraph of Section
3.03(c), the Master Servicer shall advance the cost of such Required Appraisal;
provided, however, that such expense will be subject to reimbursement to the
Master Servicer as a Servicing Advance out of the Certificate Account pursuant
to Section 3.05(a)(vi) and 3.05(a)(vii).

                  (b) The Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

                  (i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or

                  (ii) the Special Servicer shall have obtained an Opinion of
Counsel (the cost of which may be withdrawn from the Certificate Account
pursuant to Section 3.05(a)) to the effect that the holding of such personal
property as part of the Trust Fund will not cause the imposition of a tax on any
of REMIC I or REMIC II under the REMIC Provisions or cause either of REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding.

                  (c) Notwithstanding the foregoing provisions of this Section
3.09, neither the Master Servicer nor the Special Servicer shall, on behalf of
the Trustee, obtain title to a Mortgaged Property by deed in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property,
if, as a result of any such action, the Trustee, on behalf of the
Certificateholders, could, in the reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, made in accordance with the Servicing
Standard, be considered to hold title to, to be a "mortgagee-in-possession" of,
or to be an "owner" or "operator" of such Mortgaged Property within the meaning
of CERCLA or any comparable law (a "potentially responsible party"), unless (as
evidenced by an Officers' Certificate to such effect delivered to the Trustee
that shall specify all of the bases for such determination) the Special Servicer
has


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previously determined in accordance with the Servicing Standard, and based
on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person who regularly conducts Environmental Assessments and
performed within six months prior to any such acquisition of title or other
action (a copy of which Environmental Assessment shall be delivered to the
Trustee, the Controlling Class Representative and the Master Servicer), that:

                    (i) the Mortgaged Property is in compliance with applicable
               environmental laws and regulations or, if not, that it would
               maximize the recovery to the Certificateholders on a present
               value basis (the relevant discounting of anticipated collections
               that will be distributable to Certificateholders to be performed
               at the related Net Mortgage Rate) to acquire title to or
               possession of the Mortgaged Property and to take such actions as
               are necessary to bring the Mortgaged Property into compliance
               therewith in all material respects; and

                    (ii) there are no circumstances or conditions present at the
               Mortgaged Property relating to the use, management or disposal of
               Hazardous Materials for which investigation, testing, monitoring,
               containment, clean-up or remediation could be required under any
               applicable environmental laws and regulations or, if such
               circumstances or conditions are present for which any such action
               could reasonably be expected to be required, that it would
               maximize the recovery to the Certificateholders on a present
               value basis (the relevant discounting of anticipated collections
               that will be distributable to Certificateholders to be performed
               at the related Net Mortgage Rate) to acquire title to or
               possession of the Mortgaged Property and to take such actions
               with respect to the affected Mortgaged Property.

                  The Special Servicer shall undertake, in good faith,
reasonable efforts to make the determination referred to in the preceding
paragraph and may conclusively rely on the Environmental Assessment referred to
above in making such determination. The cost of any such Environmental
Assessment, as well as the cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding paragraph
shall be at the expense of the Trust Fund; and if any such Environmental
Assessment so warrants, the Special Servicer shall perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the preceding paragraph have
been satisfied, the cost of which shall be at the expense of the Trust Fund.

                  (d) If the environmental testing contemplated by Section
3.09(c) above establishes that any of the conditions set forth in clauses (i)
and (ii) thereof has not been satisfied with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan and there is no breach of a representation or
warranty requiring repurchase under the Merrill Mortgage Loan Purchase Agreement
or the [Seller] Mortgage Loan Purchase Agreement, as applicable, the Special
Servicer shall take such action as is in accordance with the Servicing Standard
(other than proceeding against the Mortgaged Property) and, at such time as it
deems appropriate, may, on behalf of the Trustee, release all or a portion of
such Mortgaged Property from the lien of the related Mortgage; provided that, if
such Mortgage Loan has a then outstanding principal balance of greater than $_
million, then prior to the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage, (i) the Special Servicer shall
have notified the Rating Agencies, the Trustee the Controlling Class
Representative and the Master Servicer in


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writing of its intention to so release all or a portion of such Mortgaged
Property and the bases for such intention, (ii) the Trustee shall have notified
the Certificateholders in writing of the Special Servicer's intention to so
release all or a portion of such Mortgaged Property and (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Trustees's distributing such notice (failure
to respond by the end of such 30-day period being deemed consent).

                    (e) The Special Servicer shall report to the Master
Servicer, the Controlling Class Representative and the Trustee, monthly in
writing as to any actions taken by the Special Servicer with respect to any
Mortgaged Property that represents security for a Defaulted Mortgage Loan as to
which the environmental testing contemplated in Section 3.09(c) above has
revealed that any of the conditions set forth in clauses (i) and (ii) thereof
has not been satisfied, in each case until the earlier to occur of satisfaction
of all such conditions and release of the lien of the related Mortgage on such
Mortgaged Property.

                    (f) The Special Servicer shall have the right to determine,
in accordance with the Servicing Standard, the advisability of seeking to obtain
a deficiency judgment if the state in which the Mortgaged Property is located
and the terms of the Mortgage Loan permit such an action and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable.

                    (g) The Master Servicer shall, with the reasonable
cooperation of the Special Servicer, prepare and file information returns with
respect to reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to any Mortgaged Property required by
Sections 6050J and 6050P of the Code and each year deliver to the Trustee an
Officers' Certificate stating that such reports have been filed. Such reports
shall be in form and substance sufficient to meet the reporting requirements
imposed by Sections 6050J and 6050P of the Code.

                    (h) The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination in respect
of any Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officers' Certificate (together with the
basis and back-up documentation for the determination) delivered to the Trustee,
the Controlling Class Representative and the Master Servicer no later than the
third Business Day following such Final Recovery Determination.

                    (i) Upon reasonable request of the Master Servicer, the
Special Servicer shall deliver to it and the related Sub-Servicer any other
information and copies of any other documents in its possession with respect to
a Specially Serviced Mortgage Loan or the related Mortgaged Property.

                    SECTION 3.10 Trustee and Custodian to Cooperate; Release of
Mortgage Files.

                    (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer shall
promptly notify the Trustee in writing, who shall


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release or cause the related Custodian to release, by a certification (which
certification shall be in the form of a Request for Release in the form of
Exhibit D-1 attached hereto and shall be accompanied by the form of a release or
discharge and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) have been or
will be so deposited) of a Servicing Officer (a copy of which certification
shall be delivered to the Special Servicer) and shall request delivery to it of
the related Mortgage File. Upon receipt of such certification and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer and shall deliver to the Master Servicer
such release or discharge, duly executed. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Certificate Account or the Distribution Account.

                    (b) If from time to time, and as appropriate for servicing
or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, shall release, or cause any related Custodian to release, such
Mortgage File (or portion thereof) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or portion
thereof) to the Trustee or related Custodian, or the delivery to the Trustee of
a certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Trustee or related Custodian to the
Master Servicer or the Special Servicer, as applicable.

                    (c) Within seven Business Days (or within such shorter
period (but no less than three Business Days) as execution and delivery can
reasonably be accomplished if the Special Servicer notifies the Trustee of an
exigency) of the Special Servicer's request therefor, the Trustee shall execute
and deliver to the Special Servicer (or the Special Servicer may execute and
deliver in the name of the Trustee based on a limited power of attorney issued
in favor of the Special Servicer pursuant to Section 3.01(b)), in the form
supplied to the Trustee, any court pleadings, requests for trustee's sale or
other documents stated by the Special Servicer to be reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or REO Property
or to any legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

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                    SECTION 3.11 Servicing Compensation.

                    (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and each
REO Loan. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee
shall accrue at the related Master Servicing Fee Rate and on the same principal
amount respecting which the related interest payment due on such Mortgage Loan
or deemed to be due on such REO Loan is computed and calculated on the basis of
a 360-day year consisting of twelve 30-day months (or, in the event of a
Principal Prepayment in full or other Liquidation Event with respect to a
Mortgage Loan or an REO Loan, on the basis of the actual number of days to
elapse from and including the related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event in a month consisting of 30 days). The
Master Servicing Fee with respect to any Mortgage Loan or any REO Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. Earned but
unpaid Master Servicing Fees shall be payable monthly on a loan-by-loan basis,
from payments of interest on each Mortgage Loan and REO Revenues allocable as
interest on each REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Loan out
of that portion of related Insurance Proceeds or Liquidation Proceeds allocable
as recoveries of interest, to the extent permitted by Section 3.05(a)(iii). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

                    (b) Additional servicing compensation in the form of: (i)
one hundred percent of all late payment charges, application fees, consent fees
and defeasance fees paid by the related Mortgagor, Penalty Interest,
modification fees for Mortgage Loan modifications made by the Master Servicer
pursuant to Section 3.20(i), charges for beneficiary statements or demands,
amounts collected for checks returned for insufficient funds and any similar
fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case
to the extent actually paid by a Mortgagor with respect to a Mortgage Loan and
accrued during the time that such Mortgage Loan was not a Specially Serviced
Mortgage Loan, and (ii) ____ percent (__%) of any assumption fee to the extent
actually paid by a Mortgagor with respect to any Mortgage Loan that is not a
Specially Serviced Mortgage Loan, may be retained by the Master Servicer and are
not required to be deposited in the Certificate Account; provided that the
Master Servicer's right to receive late payment charges and Penalty Interest
pursuant to clause (i) above shall be limited to the portion of such items that
have not been applied to pay interest on Advances or Additional Trust Fund
Expenses as provided in Sections 3.03(d) and 4.03(d). Penalty Interest or late
payment charges in respect of any Mortgage Loan which has accrued during the
period when the related Mortgage Loan is not a Specially Serviced Mortgage Loan
shall be additional compensation to the Master Servicer even if collected during
the period when the related Mortgage Loan is a Specially Serviced Mortgaged
Loan, provided that Penalty Interest and late payment charges collected during
the period such Mortgage Loan is a Specially Serviced Mortgage Loan shall be
divided between the Master Servicer and the Special Servicer pro rata based on
the amounts which such Penalty Interest and late payment charges accrued and
owing to the Master Servicer and the Special Servicer. The Master Servicer shall
also be entitled to additional servicing compensation in the form of (i)
Prepayment Interest Excesses (after deduction of the amounts required to be
deposited by the Master Servicer in the Certificate Account for the related
Distribution Date pursuant to Section 3.19(a) in connection with



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Prepayment Interest Shortfalls); (ii) interest or other income earned on
deposits in the Certificate Account and the Interest Reserve Account, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period),
and (iii) to the extent not required to be paid to any Mortgagor under
applicable law or the terms of the related Mortgage Loan, any interest or other
income earned on deposits in the Reserve Accounts and Servicing Accounts
maintained thereby. The Master Servicer shall be required to pay out of its own
funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement. The Master Servicer shall not waive or agree to any
discount of any portion of assumption fees to which the Special Servicer is
entitled.

                  (c) As compensation for its activities hereunder, the
Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Mortgage Loan and each REO Loan. As to each
Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall
accrue at the Special Servicing Fee Rate and on the same principal amount
respecting which the related interest payment due on such Specially Serviced
Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on
the basis of a 360-day year consisting of twelve 30-day months (or, in the event
of a Principal Prepayment in full or other Liquidation Event with respect to a
Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse
from and including the related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event in a month consisting of 30 days). The
Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or
REO Loan shall cease to accrue as of the date a Liquidation Event occurs in
respect thereof or it becomes a Corrected Mortgage Loan. Earned but unpaid
Special Servicing Fees shall be payable monthly out of general collections on
the Mortgage Loans and any REO Properties on deposit in the Certificate Account
pursuant to Section 3.05(a).

                  As further compensation for its activities hereunder, the
Special Servicer shall be entitled to receive the Workout Fee with respect to
each Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage
Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be payable out
of, and shall be calculated by application of the Workout Fee Rate to, each
collection of interest (other than Additional Interest and Penalty Interest) and
principal received on such Mortgage Loan for so long as it remains a Corrected
Mortgage Loan (net of any portion of such collection payable or reimbursable to
the Master Servicer, the Trustee or the Fiscal Agent for any related unpaid or
unreimbursed Master Servicing Fees and/or Advances) received on such Mortgage
Loan for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee would become payable if
and when such Mortgage Loan again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it will retain the right to receive
any and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time


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of its termination or resignation or if the Special Servicer resolved the
circumstances and/or conditions (including by way of a modification of the
related Mortgage Loan documents) causing the Mortgage Loan to be a Specially
Serviced Loan, but the Mortgage Loan had not as of the time the Special Servicer
is terminated or resigns become a Corrected Mortgage Loan because the related
borrower had not made three consecutive monthly debt service payments (but had
made the most recent monthly debt service payment prior to the termination of
the Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a
result of making such three consecutive payments. The successor Special Servicer
will not be entitled to any portion of those Workout Fees.

                  In addition, with respect to each Specially Serviced Mortgage
Loan and REO Loan (or Qualified Substitute Mortgage Loan substituted in lieu
thereof), the Special Servicer shall be entitled to the Principal Recovery Fee
payable out of, and calculated by application of the Principal Recovery Fee Rate
to, all amounts (whether in the form of payments of Liquidation Proceeds or REO
Revenues) received in respect of such Mortgage Loan (or, in the case of an REO
Loan, in respect of the related REO Property) and allocable as a recovery of
principal, interest (other than Additional Interest and Penalty Interest) and
expenses in accordance with Section 3.02(b) or the definition of "REO Loan", as
applicable; provided that no Principal Recovery Fee shall be payable in
connection with, or out of (i) Insurance Proceeds and (ii) Liquidation Proceeds
resulting from receipt of condemnation proceeds or the purchase of any Mortgage
Loan or REO Property by a Mortgage Loan Seller pursuant to the Merrill Mortgage
Loan Purchase Agreement or the [Seller] Mortgage Loan Purchase Agreement, by the
Majority Subordinate Certificateholder or the Special Servicer pursuant to
Section 3.18(c), Section 3.18(e), Section 3.18(h) or Section 3.18(m) or by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder pursuant to Section 9.01; and provided further that no
Principal Recovery Fee shall be payable (i) in connection with a Periodic
Payment received in connection with such Mortgage Loan or (ii) to the extent a
Workout Fee is payable concerning the Liquidation Proceeds.

                  The Special Servicer's right to receive the Special Servicing
Fee, the Workout Fee and the Principal Recovery Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under Sections 6.02, 6.04 and 6.09.

                  (d) Additional servicing compensation in the form of: (i)
all late payment charges, Penalty Interest and assumption application fees
received on or with respect to Specially Serviced Mortgage Loans actually
collected that accrued during the time that the related Mortgage Loan was a
Specially Serviced Mortgage Loan, subject to Section 3.11(b), (ii) ______
percent (___%) of any assumption fee to the extent actually paid by a Mortgagor
with respect to any Specially Serviced Mortgage Loan and _____ percent (__%) of
any assumption fee to the extent actually paid by a Mortgagor with respect to
any non-Specially Serviced Mortgage Loan, and (iii) modification fees collected
on all Mortgage Loans (other than modifications made by the Master Servicer
pursuant to Section 3.20(i)), in each case to the extent actually paid by the
related Mortgagor, shall be retained by the Special Servicer or promptly paid to
the Special Servicer by the Master Servicer and shall not be required to be
deposited in the Certificate Account, provided that the Special Servicer's right
to receive late payment charges and Penalty Interest pursuant to clause (i)
above shall be limited to the portion of such items that have not


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been applied to pay interest on Advances or Additional Trust Fund Expenses and
property inspection costs in respect of the related Mortgage Loan as provided in
Sections 3.03(d), 3.12(a) and 4.03(d). The Special Servicer shall also be
entitled to additional servicing compensation in the form of: (i) interest or
other income earned on deposits in the REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for each Collection Period);
and (ii) to the extent not required to be paid to any Mortgagor under applicable
law, any interest or other income earned on deposits in the Servicing Accounts
maintained by the Special Servicer. The Special Servicer shall be required to
pay out of its own funds all general and administrative expenses incurred by it
in connection with its servicing activities hereunder, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
Section 3.05(a) if and to the extent such expenses are not payable directly out
of the Certificate Account or the REO Account. The Special Servicer shall not
waive or agree to any discount of any portion of assumption fees to which the
Master Servicer is entitled.

                    SECTION 3.12 Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

                    (a) The Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as practicable
after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or
(ii) the related Debt Service Coverage Ratio set forth in the Comparative
Financial Status Report is below ___x, provided that such expense shall be
reimbursable first out of Penalty Interest and late payment charges otherwise
payable to the Special Servicer and the Master Servicer and received in the
Collection Period during which such inspection related expenses were incurred,
then as an Additional Trust Fund Expense. Each of the Master Servicer for each
Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the
Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at
its expense perform or cause to be performed an inspection of all the Mortgaged
Properties at least once per calendar year (or, in the case of each Mortgaged
Property securing a Mortgage Loan (other than a Specially Serviced Mortgage
Loan) with a then current principal balance (or allocated loan amount) of less
than $___________ at the time of such inspection, every other calendar year)
beginning in 200_. The Special Servicer and the Master Servicer shall each
prepare (and, in the case of the Special Servicer, shall deliver to the Master
Servicer) a written report of each such inspection performed by it that sets
forth in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which it is aware, (ii) any change in the condition or value of the Mortgaged
Property that it, in its reasonable judgment, considers material, or (iii) any
visible waste committed on the Mortgaged Property. The Master Servicer shall
deliver such reports to the Trustee within 45 days of the related inspection and
the Trustee shall, subject to Section 3.15, make copies of all such inspection
reports available for review by Certificateholders and Certificate Owners during
normal business hours at the offices of the Trustee at all times after Trustee's
receipt thereof. Upon written request and at the expense of the requesting
party, the Trustee shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a loan that is not a Specially Serviced
Mortgage Loan, provided that the Special Servicer obtains the approval of the
Master Servicer prior to such inspection, and provides a copy of such inspection
to the Master Servicer;



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and provided, further that the Master Servicer and the Special Servicer shall
not both inspect a Mortgaged Property that is not securing a Specially Serviced
Mortgage Loan in the same calendar year. If the Special Servicer performs such
inspection, such inspection shall satisfy the Master Servicer's inspection
obligations pursuant to this paragraph (a).

                  With respect to site inspection information, the Master
Servicer shall make such inquiry of any Mortgagor under any related Mortgage
Loan as the Special Servicer may reasonably request.

                  The Special Servicer shall, promptly after a Mortgage Loan
becomes a Specially Serviced Mortgage Loan, give written notice to the Master
Servicer, the Controlling Class Representative and the Trustee which shall
include an explanation as to the reasons such Mortgage Loan became a Specially
Serviced Mortgage Loan and the Special Servicer's plan for servicing such
Mortgage Loan, a copy of which notice shall be provided by the Trustee to each
Rating Agency and upon request to each Certificateholder and the Depositor.

                  (b) Not later than 2:00 p.m. (New York City time) on the
second Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File; (ii) a Comparative Financial Status Report and
(iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the
first Business Day following each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Mortgage Loans (and, if applicable, the related REO
Properties) (or, as to clause (iv) below, only with respect to Specially
Serviced Mortgage Loans) providing the required information as of such
Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan
Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan
Status Report. Not later than 4:00 p.m. (New York City time) on the second
Business Day of each calendar month, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer (in electronic format acceptable to the
Master Servicer and the Special Servicer) an Interim Delinquent Loan Status
Report.

                  (c) Not later than 4:00 p.m. (New York City time) on the
third Business Day after each Determination Date, the Master Servicer shall
deliver or cause to be delivered to the Trustee (in electronic format acceptable
to the Master Servicer and the Trustee) (A) the most recent Historical Loan
Modification Report, Historical Liquidation Report and REO Status Report
received from the Special Servicer pursuant to Section 3.12(b); (B) a CMSA
Property File, a Comparative Financial Status Report and CMSA Financial File,
each with the required information as of the end of the preceding calendar month
(in each case combining the reports prepared by the Special Servicer and the
Master Servicer); (C) a Delinquent Loan Status Report, each with the required
information as of such Determination Date (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); (D) a Watch List
Report with the required information as of such Determination Date and (E) an
Updated Collection Report. Not later than 4:00 p.m. (New York City time) on the
third Business Day of each calendar month, the Master Servicer shall deliver or
cause to be delivered to the Trustee (in electronic format acceptable to the
Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.



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                  (d) The Special Servicer will deliver to the Master Servicer
the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in
an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d), and the Master Servicer and the Trustee with respect to
the reports set forth in Section 3.12(c). The Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may,
absent manifest error, conclusively rely on the CMSA Loan Periodic Update File
to be provided by the Master Servicer pursuant to Section 4.02(b). In the case
of information or reports to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12, to the extent that such information is based on
reports to be provided by the Special Servicer pursuant to Section 3.12(b) and
this Section 3.12(d) and, to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) and this Section
3.12(d), the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by this Section 3.12 to the
extent caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) and this Section 3.12(d) of this Agreement.

                  The Special Servicer, in the case of any Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other
Mortgage Loans shall each consistent with the Servicing Standard, endeavor to
obtain quarterly and annual operating statements, budgets and rent rolls with
respect to the related Mortgage Loans and REO Properties, which efforts shall
include in the case of Mortgage Loans, a letter sent to the related Mortgagor
each quarter (followed up with telephone calls) requesting such quarterly and
annual operating statements, budgets and rent rolls until they are received to
the extent such action is consistent with applicable law and the related
Mortgage Loan documents.

                  The Special Servicer shall promptly following receipt, deliver
copies of the operating statements, budgets and rent rolls received or obtained
by it to the Master Servicer (in an electronic format reasonably acceptable to
the Master Servicer), and the Master Servicer shall deliver copies of the
operating statements, budgets and rent rolls received or obtained by it to the
Rating Agencies, the Trustee, the Special Servicer and the Controlling Class
Representative in each case (other than the Rating Agencies and the Controlling
Class Representative which shall be sent copies within 30 days following the
Master Servicer's receipt) upon request.

                  Within 30 days after receipt by the Master Servicer or the
Special Servicer of any annual operating statements with respect to any
Mortgaged Property or REO Property, as applicable, each of the Master Servicer
and the Special Servicer shall prepare or update and, with respect to any NOI
Adjustment Worksheet prepared or updated by the Special Servicer, forward to the
Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO
Property (with the annual operating statements attached thereto as an exhibit).

                  The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each other
Mortgage Loan, shall each prepare and maintain and forward to each other one
Operating Statement Analysis for each Mortgaged Property and REO Property, as
applicable. The Operating Statement Analysis for


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each Mortgaged Property and REO Property is to be updated by each of the Master
Servicer and the Special Servicer, as applicable, within thirty days after its
respective receipt of updated operating statements for such Mortgaged Property
or REO Property, as the case may be, but in no event less frequently than
annually by June 30th of each year. The Master Servicer and the Special Servicer
shall each use the "Normalized" column from the NOI Adjustment Worksheet for any
Mortgaged Property or REO Property, as the case may be, to update the
corresponding Operating Statement Analysis and shall use any operating
statements received with respect to any Mortgaged Property or REO Property, as
the case may be, to prepare the NOI Adjustment Worksheet for such property.
Copies of Operating Statement Analyses and NOI Adjustment Worksheets are to be
made available by the Master Servicer to the Trustee, the Special Servicer or
the Controlling Class Representative in each case upon request.

                  SECTION 3.13 Annual Statement as to Compliance.

                  Each of the Master Servicer and the Special Servicer shall
deliver to the Trustee, the Underwriters, the Controlling Class Representative
and the Rating Agencies, and, in the case of the Special Servicer, to the Master
Servicer, on or before April 30 of each year, beginning April 30, 200_, an
Officers' Certificate stating, as to each signer thereof, that (i) a review of
the activities of the Master Servicer or the Special Servicer, as the case may
be, during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof and (iii) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of REMIC I or REMIC
II as a REMIC under the REMIC Provisions or of the Grantor Trust as a "Grantor
Trust" for income tax purposes under the Grantor Trust Provisions from the
Internal Revenue Service or any other governmental agency or body or, if it has
received any such notice, specifying the details thereof. The Master Servicer
and Special Servicer shall deliver a copy of such Officer's Certificate to the
Depositor.

                  SECTION 3.14 Reports by Independent Public Accountants.

                  On or before April 30 of each year, beginning April 30, 200_,
each of the Master Servicer and the Special Servicer at its expense shall cause
a firm of Independent public accountants (which may also render other services
to the Master Servicer or the Special Servicer) that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
Underwriters, Rating Agencies, Controlling Class Representative, Depositor and,
in the case of the Special Servicer, to the Master Servicer, to the effect that
such firm has examined the servicing operations of the Master Servicer or the
Special Servicer, as the case may be, for the previous calendar year (except
that the first such report shall cover the period from the Closing Date through
December 31, 200_) and that, on the basis of such examination, conducted
substantially in compliance with USAP, such firm confirms that the Master
Servicer or the Special Servicer, as the case may be, complied with the minimum
servicing standards identified in USAP, in all material respects, except for
such significant exceptions or errors in records that, in the opinion of such
firm, the USAP requires it to report. In rendering such statement, such


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firm may rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers (rendered within one year of such statement) of independent public
accountants with respect to the related Sub-Servicer.

                    SECTION 3.15 Access to Certain Information.

                    (a) Upon ten days prior written notice, the Master Servicer
(with respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i)
below), the Special Servicer (with respect to the items in clauses (d), (e),
(f), (g), (h) and (i) below) and the Trustee (with respect to the items in
clause (b) and (i) below and to the extent any other items are in its
possession) shall make available at their respective offices primarily
responsible for administration of the Mortgage Loans (or in the case of the
Trustee, at its Corporate Trust Office), during normal business hours, or send
to the requesting party, such party having been certified to the Trustee or the
Master Servicer, as applicable, in accordance with (a) and (b) in the following
paragraph, as appropriate, at the expense of such requesting party (unless
otherwise provided in this Agreement), for review by any Certificate Owner or
Certificateholder or any Person identified by a Certificate Owner or
Certificateholder or its designated agent to the Trustee, the Master Servicer or
the Special Servicer, as the case may be, as a prospective transferee of any
Certificate or interest therein, the Trustee, the Rating Agencies, the
Underwriters and anyone specified thereby and the Depositor originals or copies
of the following items: (a) this Agreement and any amendments thereto, (b) all
Distribution Date Statements delivered to holders of the relevant Class of
Certificates since the Closing Date and all reports, statements and analyses
delivered by the Master Servicer since the Closing Date pursuant to Section
3.12(c), (c) all Officers' Certificates delivered by the Master Servicer or the
Special Servicer since the Closing Date pursuant to Section 3.13, (d) all
accountants' reports delivered to the Master Servicer in respect of itself or
the Special Servicer since the Closing Date as described in Section 3.14, (e)
the most recent property inspection report prepared by or on behalf of the
Master Servicer in respect of each Mortgaged Property and any Environmental
Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged
Property annual operating statements and rent roll, if any, collected by or on
behalf of the Master Servicer, (g) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Special Servicer
and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the
Servicing File relating to each Mortgage Loan and (i) any and all Officers'
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance including appraisals affixed
thereto and any Required Appraisal prepared pursuant to Section 3.09(a). Copies
of any and all of the foregoing items will be available from the Master
Servicer, the Special Servicer or the Trustee, as the case may be, upon request
and shall be provided to any of the Rating Agencies at no cost pursuant to their
reasonable requests.

                  In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee
or the Master Servicer, as applicable, shall require: (a) in the case of
Certificate Owners and the Controlling Class Representative, a confirmation
executed by the requesting Person substantially in the form of Exhibit V-1
hereto (or such other form as may be


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reasonably acceptable to the Trustee or the Master Servicer, as applicable)
generally to the effect that such Person is a beneficial holder of Book-Entry
Certificates, or a representative of a beneficial holder of Book-Entry
Certificates, and, subject to the last sentence of this paragraph, will keep
such information confidential (except that such Certificate Owner and the
Controlling Class Representative may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (b) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit V-2 hereto (or such other form as
may be reasonably acceptable to the Trustee or the Master Servicer, as
applicable) generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information for use
in evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
The Holders of the Certificates, by their acceptance thereof, and the
Controlling Class Representative, by its acceptance of its appointment, will be
deemed to have agreed, subject to the last sentence of this paragraph, to keep
such information confidential (except that any Holder may provide such
information obtained by it to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein, provided that such other
Person confirms in writing such ownership interest or prospective ownership
interest and agrees to keep such information confidential) and agrees not to use
such information in any manner that would violate federal, state or local
securities laws. Notwithstanding the foregoing, no Certificateholder,
Certificate Owner or prospective Certificateholder or Certificate Owner shall be
obligated to keep confidential any information received from the Trustee or the
Master Servicer, as applicable, pursuant to this Section 3.15 that has
previously been made available without a password via the Trustee's or the
Master Servicer's, as applicable, Internet Website or has previously been filed
with the Commission, and the Trustee or the Master Servicer, as applicable,
shall not require either of the certifications contemplated by the second
preceding sentence in connection with providing any information pursuant to this
Section 3.15 that has previously been made available without a password via the
Trustee's or the Master Servicer's, as applicable, Internet Website or has
previously been filed with the Commission.

                  Each of the Master Servicer and the Special Servicer shall
afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS,
the FDIC, the Federal Reserve Board and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to any records regarding the Mortgage Loans and the servicing thereof
within its control, except to the extent it is prohibited from doing so by
applicable law or contract or to the extent such information is subject to a
privilege under applicable law to be asserted on behalf of the
Certificateholders. Such access shall be afforded only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.

                  The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
of a sum sufficient to cover the reasonable costs and expenses of providing any
such information or access pursuant to this Section 3.15 to, or at the request
of, the Certificateholders or Certificate Owners or prospective transferees,
including, without limitation, copy charges and, in the case of
Certificateholders or


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Certificate Owners requiring on site review in excess of three Business Days,
reasonable fees for employee time and for space.

                  (b) The Trustee shall, and the Master Servicer may but is
not required to, make available each month to any interested party (i) the
Distribution Date Statement via their respective Internet Websites, and (ii) as
a convenience for interested parties this Agreement on their respective Internet
Websites. In addition, the Trustee shall make available each month, on each
Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA
Collateral Summary File to any interested party on its Internet Website. The
Trustee shall, upon request, make available each month, on each Distribution
Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and
the CMSA Financial File to any Privileged Person via the Trustee's Internet
Website with the use of a password (or other comparable restricted access
mechanism) provided by the Trustee. The Trustee shall make available each month,
on the Distribution Date, the Interim Delinquent Loan Status Report to any
interested party on its Internet Website.

                  The Master Servicer may, but is not required to, make
available each month via its Internet Website (i) to any interested party, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, and the CMSA Loan
Periodic Update File, and (ii) to any Privileged Person, with the use of a
password provided by the Master Servicer, the Restricted Servicer Reports, the
CMSA Financial File and the CMSA Property File. Any (y) Restricted Servicer
Report or Unrestricted Servicer Report (other than the Interim Delinquent Loan
Status Report) that is not available on the Master Servicer's Internet Website
as described in the immediately preceding sentence by 5:00 p.m. (New York City
time) on the related Distribution Date, and (z) Interim Delinquent Loan Status
Report that is not available on the Master Servicer's Internet Website as
described in the immediately preceding sentence by 5:00 p.m. (New York City
time) on the third Business Day of each calendar month shall be provided (in
electronic format, or if electronic mail is unavailable, by facsimile) by the
Master Servicer, upon request, to any Person otherwise entitled to access such
report on the Master Servicer's Internet Website.

                  In connection with providing access to the Trustee's Internet
Website or the Master Servicer's Internet Website, the Trustee or the Master
Servicer, as applicable, may require registration and the acceptance of a
disclaimer.

                  If three or more Holders or the Controlling Class
Representative (hereinafter referred to as "Applicants" with a single Person
which (together with its Affiliates) is the Holder of more than one Class of
Certificates being viewed as a single Applicant for these purposes) apply in
writing to the Trustee, and such application states that the Applicants' desire
to communicate with other Holders with respect to their rights under this
Agreement or under the Certificates and is accompanied by a copy of the
communication which such Applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, send, at the
Applicants' expense, the written communication proffered by the Applicants to
all Certificateholders at their addresses as they appear in the Certificate
Register.

                  (c) The Master Servicer and the Special Servicer shall not
be required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under


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this Agreement. The Trustee shall not be liable for the dissemination of
information in accordance with this Section 3.15. The Trustee makes no
representations or warranties as to the accuracy or completeness of any report,
document or other information made available on the Trustee's Website and
assumes no responsibility therefor. In addition, the Trustee, the Master
Servicer and the Special Servicer may disclaim responsibility for any
information distributed by the Trustee, the Master Servicer or the Special
Servicer, respectively, for which it is not the original source.

                    SECTION 3.16 Title to REO Property; REO Account.

                    (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders, as their interests shall appear. The Special Servicer,
on behalf of the Trust Fund, shall sell any REO Property as soon as practicable
in accordance with the Servicing Standard, but prior to the end of the third
year following the calendar year in which REMIC I acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies for, more than sixty days prior to the end of such
third succeeding year, and is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee, the Special
Servicer and the Master Servicer, to the effect that the holding by REMIC I of
such REO Property subsequent to the end of such third succeeding year will not
result in the imposition of taxes on "prohibited transactions" (as defined in
Section 860F of the Code) on either of REMIC I or REMIC II or cause either of
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall first be
payable from the related REO Account to the extent of available funds and then
be a Servicing Advance by the Master Servicer.

                    (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders, as their interests shall appear, for the
retention of revenues and other proceeds derived from each REO Property. The REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, upon receipt, all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received in respect of an REO
Property within 2 Business Days of receipt. Funds in the REO Account may be
invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall be entitled to make withdrawals from the REO Account to pay
itself, as additional servicing compensation in accordance with Section 3.11(d),
interest and investment income earned in respect of amounts held in the REO
Account as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to the REO Account for any Collection Period).
The Special


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Servicer shall give written notice to the Trustee and the Master Servicer of the
location of the REO Account when first established and of the new location of
the REO Account prior to any change thereof.

                    (c) The Special Servicer shall withdraw from the REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property (including any monthly reserve or
escrow amounts necessary to accumulate sufficient funds for taxes, insurance and
anticipated capital expenditures (the "Impound Reserve")). On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account or deliver to the Master Servicer or such other Person
as may be directed by the Master Servicer (which shall deposit such amounts into
the Certificate Account) the aggregate of all amounts received in respect of
each REO Property during the most recently ended Collection Period, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that, in addition to the Impound Reserve, the Special Servicer may
retain in the REO Account such portion of proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of the related REO Property
(including, without limitation, the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses).

                    (d) The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b)
or (c). The Special Servicer shall provide the Master Servicer any information
with respect to the REO Account as is reasonably requested by the Master
Servicer.

                    SECTION 3.17 Management of REO Property.

                    (a) Prior to the acquisition of title to a Mortgaged
Property, the Special Servicer shall review the operation of such Mortgaged
Property and consult with the Trustee, or any person appointed by the Trustee to
act as tax administrator to determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

                         (i) None of the income from Directly Operating such
                    Mortgaged Property would be subject to tax as "net income
                    from foreclosure property" within the meaning of the REMIC
                    Provisions and Section 857(b)(4)(B) of the Code (such tax
                    referred to herein as an "REO Tax"), and the Special
                    Servicer does not engage in any of the activities described
                    in the definition of "Directly Operate" that would cause the
                    REO Property to cease to qualify as "foreclosure property"
                    within the meaning of Section 860G(a)(8) of the Code, then
                    such Mortgaged Property may be Directly Operated by the
                    Special Servicer as REO Property;

                         (ii) Directly Operating such Mortgaged Property as an
                    REO Property could result in income from such property that
                    would be subject to an REO Tax, but that a lease of such
                    property to another party to operate such property, or the
                    performance of


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<PAGE>

                    some services by an Independent Contractor with respect to
                    such property, or another method of operating such property
                    would not result in income subject to an REO Tax, then the
                    Special Servicer may (provided, that in the good faith and
                    reasonable judgment of the Special Servicer, such
                    alternative is commercially feasible and would result in a
                    greater net recovery on a present value basis than earning
                    income subject to an REO Tax) acquire such Mortgaged
                    Property as REO Property and so lease or manage such REO
                    Property; or

                         (iii) It is reasonable to believe that Directly
                    Operating such property as REO Property could result in
                    income subject to an REO Tax and that such method of
                    operation is commercially feasible and would result in a
                    greater net recovery on a present value basis than leasing
                    or other method of operating the REO Property that would not
                    incur an REO Tax, the Special Servicer shall deliver to the
                    REMIC Administrator, in writing, a proposed plan (the
                    "Proposed Plan") to manage such property as REO Property.
                    Such plan shall include potential sources of income, and to
                    the extent commercially feasible, estimates of the amount of
                    income from each such source. Within a reasonable period of
                    time after receipt of such plan, the REMIC Administrator
                    shall consult with the Special Servicer and shall advise the
                    Special Servicer of the REMIC Administrator's federal income
                    tax reporting position with respect to the various sources
                    of income that the Trust Fund would derive under the
                    Proposed Plan. In addition, the REMIC Administrator shall
                    (to the extent reasonably possible) advise the Special
                    Servicer of the estimated amount of taxes that the Trust
                    Fund would be required to pay with respect to each such
                    source of income. After receiving the information described
                    in the two preceding sentences from the REMIC Administrator,
                    the Special Servicer shall either (A) implement the Proposed
                    Plan (after acquiring the respective Mortgaged Property as
                    REO Property) or (B) manage such property in a manner that
                    would not result in the imposition of an REO Tax on the
                    income derived from such property. All of the REMIC
                    Administrator's expenses (including any fees and expenses of
                    counsel or other experts reasonably retained by it) incurred
                    pursuant to this section shall be reimbursed to it from the
                    Trust Fund in accordance with Section 10.01(e).

                  The Special Servicer's decision as to how each REO Property
shall be managed shall be based on the Servicing Standard and in any case on the
good faith and reasonable judgment of the Special Servicer as to which means
would be in the best interest of the Certificateholders by maximizing (to the
extent commercially feasible and consistent with Section 3.17(b)) the net
after-tax REO Revenues received by the Trust Fund with respect to such property
and, to the extent consistent with the foregoing, in the same manner as would
prudent mortgage loan servicers operating acquired mortgaged property comparable
to the respective Mortgaged Property. Both the Special Servicer and the REMIC
Administrator may, at the expense of the Trust Fund payable pursuant to Section
3.05(a)(xiii) consult with counsel.

                  (b) If title to any REO Property is acquired, the Special
Servicer shall manage, conserve and protect such REO Property for the benefit of
the Certificateholders solely for the purpose of its prompt disposition and sale
in a manner that does not and will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or either result in the receipt by REMIC I of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
result in an Adverse REMIC Event.


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<PAGE>

Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are consistent
with the Servicing Standard and, consistent therewith, shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to any REO
Property, funds necessary for the proper operation and management, maintenance
and disposition of such REO Property, including without limitation:

                         (i) all insurance premiums due and payable in respect
                    of such REO Property;

                         (ii) all real estate taxes and assessments in respect
                    of such REO Property that may result in the imposition of a
                    lien thereon;

                         (iii) any ground rents in respect of such REO Property;
                    and

                         (iv) all costs and expenses necessary to maintain,
                    lease, sell, protect, manage and restore such REO Property.

                  To the extent that amounts on deposit in the REO Account in
respect of any REO Property are insufficient for the purposes set forth in the
preceding sentence with respect to such REO Property, the Master Servicer,
subject to the second paragraph of Section 3.03(c), shall make Servicing
Advances in such amounts as are necessary for such purposes unless (as evidenced
by an Officers' Certificate delivered to the Trustee) the Master Servicer would
not make such advances if the Master Servicer owned such REO Property or the
Master Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.

                       (c) Unless Section 3.17 (a)(i) applies, the Special
Servicer shall contract with any Independent Contractor for the operation and
management of any REO Property, provided that:

                         (i) the terms and conditions of any such contract may
                    not be inconsistent herewith and shall reflect an agreement
                    reached at arm's length;

                         (ii) the fees of such Independent Contractor (which
                    shall be expenses of the Trust Fund) shall be reasonable and
                    customary in consideration of the nature and locality of the
                    REO Property;

                         (iii) except as permitted under Section 3.17(a), any
                    such contract shall require, or shall be administered to
                    require, that the Independent Contractor, in a timely
                    manner, (A) pay all costs and expenses incurred in
                    connection with the operation and management of such REO
                    Property, including, without limitation, those listed in
                    Section 3.17(b) above, and (B) except to the extent that
                    such revenues are derived from any services rendered by the
                    Independent Contractor to tenants of the REO Property that
                    are not customarily furnished or rendered in connection with
                    the rental of real property (within the meaning of Section
                    1.856-4(b)(5) of the Treasury Regulations or any


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                    successor provision), remit all related revenues collected
                    (net of its fees and such costs and expenses) to the Special
                    Servicer upon receipt;

                         (iv) none of the provisions of this Section 3.17(c)
                    relating to any such contract or to actions taken through
                    any such Independent Contractor shall be deemed to relieve
                    the Special Servicer of any of its duties and obligations
                    hereunder with respect to the operation and management of
                    any such REO Property; and

                         (v) the Special Servicer shall be obligated with
                    respect thereto to the same extent as if it alone were
                    performing all duties and obligations in connection with the
                    operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

                         SECTION 3.18 Resolution of Defaulted Mortgage Loans and
REO Properties.

                         (a) The Master Servicer, the Special Servicer or the
Trustee may sell or purchase, or permit the sale or purchase of, a Mortgage Loan
or an REO Property only on the terms and subject to the conditions set forth in
this Section 3.18 or as otherwise expressly provided in or contemplated by
Sections 2.03(a) and 9.01.

                         (b) After a Mortgage Loan becomes a Defaulted Mortgage
Loan, the Special Servicer shall determine the fair value of the Mortgage Loan
in accordance with the Servicing Standard; provided, however, that such
determination shall be made without taking into account any effect the
restrictions on the sale of such Mortgage Loan contained herein may have on the
value of such Defaulted Mortgage Loan; provided, further, that the Special
Servicer shall use reasonable efforts promptly to obtain an Appraisal with
respect to the related Mortgage Property unless it has an Appraisal that is less
than 12 months old and has no actual knowledge of, or notice of, any event which
in the Special Servicer's judgment would materially affect the validity of such
Appraisal. The Special Servicer shall make its fair value determination as soon
as reasonably practicable (but in any event within thirty (30) days) after its
receipt of such new Appraisal, if applicable. The Special Servicer will be
permitted, from time to time, to adjust its fair value determination based upon
changed circumstances, new information and other relevant factors, in each
instance in accordance with the Servicing Standard; provided, however, that the
Special Servicer shall update its fair value determination at least once every
90 days; provided further that absent the Special Servicer having actual
knowledge of a material change in circumstances affecting the value of the
related Mortgaged Property, the Special Servicer shall not be obligated to
update such determination. The Special Servicer shall notify the Trustee, the
Master Servicer, each Rating Agency and the Majority Subordinate
Certificateholder promptly upon its fair value determination and any adjustment
thereto. The Special Servicer shall also deliver to the Master Servicer and the
Majority Subordinate Certificateholder the most recent



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Appraisal of the related Mortgaged Property then in the Special Servicer's
possession, together with such other third-party reports and other information
then in the Special Servicer's possession that the Special Servicer reasonably
believes to be relevant to the fair value determination with respect to such
Mortgage Loan (such materials are, collectively, the "Determination
Information"). Notwithstanding the foregoing, the Special Servicer shall not be
required to deliver the Determination Information to the Master Servicer, and
shall instead deliver the Determination Information to the Trustee, if the
Master Servicer will not be determining whether the Option Price represents fair
value for the Defaulted Mortgage Loan, pursuant to this Section 3.18.

                  In determining the fair value of any Defaulted Mortgage Loan,
the Special Servicer shall take into account, among other factors, the period
and amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property and the expected recoveries from pursuing a work-out or foreclosure
strategy instead of selling the Defaulted Mortgage Loan to the Purchase Option
holder. In addition, the Special Servicer shall refer to all other relevant
information obtained by it or otherwise contained in the Mortgage Loan File;
provided that the Special Servicer shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Special
Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer shall consider all available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property is located.

                  (c) Subject to the terms set forth in Section 2.03, in
the event a Mortgage Loan becomes a Defaulted Mortgage Loan, each of the
Majority Subordinate Certificateholder and the Special Servicer (each, together
with their assignees, an "Option Holder") shall have an assignable option (a
"Purchase Option") to purchase such Defaulted Mortgage Loan from the Trust Fund
at a price (the "Option Price") equal to (i) the Purchase Price, if the Special
Servicer has not yet determined the fair value of the Defaulted Mortgage Loan,
or (ii) the fair value of the Defaulted Mortgage Loan as determined by the
Special Servicer in the manner described in Section 3.18(b) and in accordance
with the Servicing Standard, if the Special Servicer has made such fair value
determination. Any holder of a Purchase Option may sell, transfer, assign or
otherwise convey its Purchase Option with respect to any Defaulted Mortgage Loan
to any party at any time after the related Mortgage Loan becomes a Defaulted
Mortgage Loan. The transferor of any Purchase Option shall notify the Trustee
and the Master Servicer of such transfer and such notice shall include the
transferee's name, address, telephone number, facsimile number and appropriate
contact person(s) and shall be acknowledged in writing by the transferee.
Notwithstanding the foregoing, the Majority Subordinate Certificateholder shall
have the right to exercise its Purchase Option prior to any exercise of the
Purchase Option by the Special Servicer; provided, however, if the Purchase
Option is not exercised by the Majority Subordinate Certificateholder or any
assignee thereof within 60 days of a Mortgage Loan becoming a Defaulted Mortgage
Loan, then the Special Servicer shall have the right to exercise its Purchase



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Option prior to any exercise by the Majority Subordinate Certificateholder and
the Special Servicer or its assignee may exercise such Purchase Option at any
time during the fifteen day period immediately following the expiration of such
60-day period. Following the expiration of such fifteen day period, the Majority
Subordinate Certificateholder shall again have the right to exercise its
Purchase Option prior to any exercise of the Purchase Option by the Special
Servicer. If not exercised earlier, the Purchase Option with respect to any
Defaulted Mortgage Loan will automatically terminate (i) once the related
Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided,
however, that if such Mortgage Loan subsequently becomes a Defaulted Mortgage
Loan, the related Purchase Option shall again be exercisable, (ii) upon the
acquisition, by or on behalf of the Trust Fund, of title to the related
Mortgaged Property through foreclosure or deed in lieu of foreclosure or (iii)
the modification or pay-off, in full or at a discount, of such Defaulted
Mortgage Loan in connection with a workout.

               (d) Reserved

               (e) Upon receipt of notice from the Special Servicer indicating
that a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether
the original grantee of such option or any subsequent transferee) of the
Purchase Option may exercise the Purchase Option by providing the Master
Servicer and the Trustee written notice thereof (the "Purchase Option Notice"),
in the form of Exhibit BB, which notice shall identify the Person that, on its
own or through an Affiliate, will acquire the related Mortgage Loan upon closing
and shall specify a cash exercise price at least equal to the Option Price. The
Purchase Option Notice shall be delivered in the manner specified in Section
11.05. The exercise of any Purchase Option pursuant to this clause (e) shall be
irrevocable.

               (f) If the Special Servicer or the Majority Subordinate
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, the Master Servicer shall determine whether the Option Price
represents fair value for the Defaulted Mortgage Loan, in the manner set forth
in Section 3.18(b) and as soon as reasonably practicable but in any event within
thirty (30) days (except as such period may be extended as set forth in this
paragraph) of its receipt of the Purchase Option Notice and Determination
Information from the Special Servicer. In determining whether the Option Price
represents the fair value of such Defaulted Mortgage Loan, the Master Servicer
may obtain an opinion as to the fair value of such Defaulted Mortgage Loans,
taking into account the factors set forth in Section 3.18(b), from an
Independent Appraiser or other Independent expert of recognized standing having
experience in evaluating the value of defaulted mortgage loans which opinion
shall be based on a review, analysis and evaluation of the Determination
Information, and to the extent such an Independent Appraiser or third party
deems any such Determination Information to be defective, incorrect,
insufficient or unreliable, such Person may base its opinion on such other
information it deems reasonable or appropriate, and, absent manifest error, the
Master Servicer may conclusively rely on the opinion of any such Person which
was chosen by the Master Servicer with reasonable care. Notwithstanding the
thirty (30) day time period referenced above in this paragraph, the Master
Servicer will have an additional fifteen (15) days to make a fair value
determination if the Person referenced in the immediately preceding sentence has
determined that the Determination Information is defective, incorrect,
insufficient or unreliable. The reasonable costs of all appraisals, inspection
reports and opinions


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of value, reasonably incurred by the Master Servicer or any such third party
pursuant to this paragraph shall be advanced by the Master Servicer and shall
constitute, and be reimbursable as, Servicing Advances. In connection with the
Master Servicer's determination of fair value, the Special Servicer shall
deliver to the Master Servicer the Determination Information for the use of the
Master Servicer or any such third party.

                  Notwithstanding anything contained in this Section 3.18(f) to
the contrary, if the Special Servicer, the Majority Subordinate
Certificateholder or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are Affiliates,
the Trustee shall determine whether the Option Price represents fair value for
the Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as
soon as reasonably practicable but in any event within thirty (30) days (except
as such period may be extended as set forth in this paragraph) of its receipt of
the Purchase Option Notice and Determination Information from the Special
Servicer. In determining whether the Option Price represents the fair value of
such Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair
value of such Defaulted Mortgage Loans, taking into account the factors set
forth in Section 3.18(b), from an Independent Appraiser or other Independent
expert of recognized standing having experience in evaluating the value of
defaulted mortgage loans which opinion shall be based on a review, analysis and
evaluation of the Determination Information, and to the extent such an
Independent Appraiser or third party deems any such Determination Information to
be defective, incorrect, insufficient or unreliable, such Person may base its
opinion on such other information it deems reasonable or appropriate, and absent
manifest error, the Trustee may conclusively rely on the opinion of any such
Person which was chosen by the Trustee with reasonable care. Notwithstanding the
thirty (30) day time period referenced above in this paragraph, the Trustee will
have an additional fifteen (15) days to make a fair value determination if the
Person referenced in the immediately preceding sentence has determined that the
Determination Information is defective, incorrect, insufficient or unreliable.
The reasonable costs of all appraisals, inspection reports and opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this paragraph shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances. In connection with the Trustee's
determination of fair value the Special Servicer shall deliver to the Trustee
the Determination Information for the use of the Trustee or any such third
party.

                  In the event a designated third party determines that the
Option Price is less than the fair value of the Defaulted Mortgage Loan, such
party shall provide its determination, together will all information and reports
it relied upon in making such determination, to the Special Servicer, the Master
Servicer or the Trustee, as the case may be, who shall then adjust its fair
value determination and, consequently, the Option Price, pursuant to Section
3.18(b). The Special Servicer shall promptly provide written notice of any
adjustment of the Option Price to the Option Holder whose Purchase Option has
been declared effective pursuant to Section 3.18(e) above. Upon receipt of such
notice, such Option Holder shall have three (3) Business Days to (i) accept the
Option Price as adjusted and proceed in accordance with Section 3.18(g) below,
or (ii) reject the Option Price as adjusted, in which case such Option Holder
shall not be obligated to close the purchase of the Defaulted Mortgage Loan.
Upon notice from such Option Holder, or the Special Servicer, that such Option
Holder rejects the Option Price as adjusted, the


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Master Servicer and the Trustee shall provide the notices described in Section
3.18(h) below and thereafter any Option Holder may exercise its purchase option
in accordance with this Section 3.18, at the Option Price as adjusted.

               (g) The Option Holder whose Purchase Option is declared effective
pursuant to Section 3.18(e) above shall be required to pay the purchase price
specified in its Purchase Option Notice to the Master Servicer within ten (10)
Business Days of its receipt of the Master Servicer's notice confirming that the
exercise of its Purchase Option is effective. Upon receipt of an Officer's
Certificate and a Request for Release from the Master Servicer specifying the
date for closing the purchase of the related Defaulted Mortgage Loan, and the
purchase price to be paid therefor, the Trustee shall deliver at such closing
for release to or at the direction of such Option Holder, the related Mortgage
File, and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as shall be provided to it by such Option Holder
and are reasonably necessary to vest in the purchaser or any designee thereof
the ownership of such Mortgage Loan. In connection with any such purchase by any
Person other than it, the Special Servicer shall deliver the related Mortgage
File to or at the direction of the purchaser. In any case, the Master Servicer
shall deposit the purchase price into the Certificate Account within one (1)
Business Day following receipt.

               (h) The Master Servicer shall immediately notify the Trustee and
the Special Servicer upon the holder of the effective Purchase Option's failure
to remit the purchase price specified in its Purchase Option Notice pursuant to
this Section 3.18(h). Thereafter, the Trustee shall notify each Option Holder of
such failure and any Option Holder may then exercise its purchase option in
accordance with this Section 3.18.

               (i) Unless and until the Purchase Option with respect to a
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies available hereunder with respect to such Defaulted
Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate consistent with the Servicing Standard;
provided, however, the Special Servicer will not be permitted to sell the
Defaulted Mortgage Loan other than in connection with the exercise of the
related Purchase Option.

               (j) In the event that title to any REO Property is acquired by
the Trust in respect of any Defaulted Mortgage Loan, the deed or certificate of
sale shall be issued to the Trust, the Trustee or to its nominees. The Special
Servicer, after notice to the Controlling Class Representative, shall use its
reasonable best efforts to sell any REO Property as soon as practicable in
accordance with Section 3.16(a). If the Special Servicer on behalf of the
Trustee has not received an REO Extension or an Opinion of Counsel described in
Section 3.16(a) and the Special Servicer is not able to sell such REO Property
within the period specified above, or if an REO Extension has been granted and
the Special Servicer is unable to sell such REO Property within the extended
time period, the Special Servicer shall, after consultation with the Controlling
Class Representative, before the end of such period or extended period, as the
case may be, auction the REO Property to the highest bidder (which may be the
Special Servicer) in accordance with the Servicing Standard. The Special
Servicer shall give the Controlling Class Representative, the Master Servicer
and the Trustee not less than five days' prior written notice of its intention
to sell any REO Property, and in respect of such sale, the Special Servicer
shall


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offer such REO Property in a commercially reasonable manner. Where any
Interested Person is among those bidding with respect to an REO Property, the
Special Servicer shall require that all bids be submitted in writing and be
accompanied by a refundable deposit of cash in an amount equal to _% of the bid
amount. No Interested Person shall be permitted to purchase the REO Property at
a price less than the Purchase Price; and provided, further that if the Special
Servicer intends to bid on any REO Property, (i) the Special Servicer shall
notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at
the expense of the Trust Fund, an Appraisal of such REO Property and (iii) the
Special Servicer shall not bid less than the greater of (a) the fair market
value set forth in such Appraisal or (b) the Purchase Price.

               (k) Subject to the REMIC Provisions, the Special Servicer shall
act on behalf of the Trust in negotiating and taking any other action necessary
or appropriate in connection with the sale of any REO Property or the exercise
of a Purchase Option, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any REO Property or purchase any Defaulted Mortgage Loan. Any sale
of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO Property
shall be without recourse to, or representation or warranty by, the Trustee, the
Fiscal Agent, the Depositor, the Special Servicer, the Master Servicer, any
Mortgage Loan Seller or the Trust. Notwithstanding the foregoing, nothing herein
shall limit the liability of the Master Servicer, the Special Servicer or the
Trustee to the Trust and the Certificateholders for failure to perform its
duties in accordance herewith. None of the Special Servicer, the Master
Servicer, the Depositor, the Trustee or the Fiscal Agent shall have any
liability to the Trust or any Certificateholder with respect to the price at
which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance
with the terms of this Agreement.

               (l) Upon exercise of a Purchase Option, the holder of such
Purchase Option shall be required to pay the purchase price specified in its
Purchase Option Notice to the Special Servicer within 10 Business Days of
exercising its Purchase Option. The proceeds of any sale of a Defaulted Mortgage
Loan, after deduction of the expenses of such sale incurred in connection
therewith, shall be deposited by the Special Servicer within one Business Day of
receipt in the Certificate Account.

               (m) Notwithstanding anything herein to the contrary, the Special
Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

               (n) The amount paid for a Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Certificate
Account. Upon receipt of an Officers' Certificate from the Master Servicer to
the effect that such deposit has been made, the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
purchaser of such Defaulted Mortgage Loan or related REO Property ownership of
the Defaulted Mortgage Loan or REO Property. The Custodian, upon receipt of a
Request for Release, shall release or cause to be released to the Master
Servicer or Special Servicer the related Mortgage File. In


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connection with any such purchase, the Special Servicer shall deliver the
related Servicing File to the purchaser of a Defaulted Mortgage Loan or related
REO Property.

               SECTION 3.17 Additional Obligations of Master Servicer.

               (a) The Master Servicer shall deposit in the Certificate Account
on each P&I Advance Date, without any right of reimbursement therefor with
respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan)
that was subject to a Principal Prepayment during the most recently ended
Collection Period creating a Prepayment Interest Shortfall, an amount equal to
the lesser of (i) the amount of the related Prepayment Interest Shortfall and
(ii) the sum of (A) the Master Servicing Fee (calculated for this purpose only
at a rate of 0.02% per annum) received by the Master Servicer during such
Collection Period on such Mortgage Loan and (B) investment income earned by the
Master Servicer on the related Principal Prepayment during the most recently
ended Collection Period, provided, however, that the Master Servicer will not be
responsible for the payment of any Prepayment Interest Shortfall to the extent
the incurrence of such Prepayment Interest Shortfall is consistent with the
Servicing Standard and the Master Servicer has given at least five Business
Days' prior notice thereof (or to the extent that five Business Day's prior
notice is not practicable, such period of prior notice as is practicable) to the
Controlling Class Representative.

               (b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 60 days of the Closing Date) notify the related ground
lessor in writing of the transfer of such Mortgage Loan to the Trust Fund
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

               SECTION 3.20 Modifications, Waivers, Amendments and Consents.

               (a) Subject to Sections 3.20(b) through 3.20(k) below and further
subject to Sections 3.08(b) and 6.11, the Master Servicer (to the extent
provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer
may, on behalf of the Trust Fund, agree to any modification, waiver or amendment
of any term of any Mortgage Loan (including, subject to Section 3.20(i), the
lease reviews and lease consents related thereto) without the consent of the
Trustee or any Certificateholder.

               (b) All modifications, waivers or amendments of any Mortgage Loan
(including, subject to Section 3.20(i), the lease reviews and lease consents
related thereto) shall be in writing and shall be considered and effected in
accordance with the Servicing Standard; provided however, that neither the
Master Servicer nor the Special Servicer, as applicable, shall make or permit or
consent to, as applicable, any modification, waiver or amendment of any term of
any Mortgage Loan not otherwise permitted by this Section 3.20 that would
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).

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               (c) Except as provided in 3.20(d) and the last two sentences of
Section 3.02(a), the Special Servicer, on behalf of the Trust Fund, shall not
agree or consent to any modification, waiver or amendment of any term of any
Mortgage Loan that would:

                    (i) affect the amount or timing of any related payment of
               principal, interest or other amount (including Prepayment
               Premiums or Yield Maintenance Charges, but excluding Penalty
               Interest and amounts payable as additional servicing
               compensation) payable thereunder;

                    (ii) affect the obligation of the related Mortgagor to pay a
               Prepayment Premium or Yield Maintenance Charge or permit a
               Principal Prepayment during any period in which the related
               Mortgage Note prohibits Principal Prepayments;

                    (iii) except as expressly contemplated by the related
               Mortgage or pursuant to Section 3.09(d), result in a release of
               the lien of the Mortgage on any material portion of the related
               Mortgaged Property without a corresponding Principal Prepayment
               in an amount not less than the fair market value (as determined
               by an appraisal by an Independent Appraiser delivered to the
               Special Servicer at the expense of the related Mortgagor and upon
               which the Special Servicer may conclusively rely) of the property
               to be released other than in connection with a taking of all or
               part of the related Mortgaged Property or REO Property for not
               less than fair market value by exercise of the power of eminent
               domain or condemnation or casualty or hazard losses with respect
               to such Mortgaged Property or REO Property; or

                    (iv) if such Mortgage Loan is equal to or in excess of % of
               the then aggregate current principal balances of all Mortgage
               Loans or $___________, permit the transfer or transfers of equity
               interests in the borrower or any equity owner of the borrower
               that would result, in the aggregate during the term of the
               related Mortgage Loan, in a transfer greater than __% of the
               total interest in the borrower and/or any equity owner of the
               borrower or a transfer of voting control in the borrower or an
               equity owner of the borrower without the prior written
               confirmation from each Rating Agency that such changes will not
               result in the qualification, downgrade or withdrawal to the
               ratings then assigned to the Certificates;

                    (v) in the reasonable, good faith judgment of the Special
               Servicer, otherwise materially impair the security for such
               Mortgage Loan or reduce the likelihood of timely payment of
               amounts due thereon; or

                    (vi) impair the value or enforceability of a Lease
               Enhancement Policy

               (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and the rights of the Controlling Class
Representative set forth in Section 6.11, the Special Servicer may (i) reduce
the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal, accrued interest or any Prepayment Premium or Yield Maintenance
Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced
Mortgage Loan, including by way of a reduction in the related Mortgage Rate,
(iii) forbear in the enforcement of any right granted under any Mortgage Note or
Mortgage relating to a Specially


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Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced
Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced
Mortgage Loan during any Lockout Period; provided that (A) the related Mortgagor
is in default with respect to the Specially Serviced Mortgage Loan or, in the
reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, and (B) in the reasonable, good faith judgment of the
Special Servicer, such modification would increase the recovery on the Mortgage
Loan to Certificateholders on a net present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders to be
performed at the related Net Mortgage Rate). In the case of every other
modification, waiver or consent, the Special Servicer shall determine and may
rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of
the Trust Fund to the extent not paid by the related Mortgagor) to the effect
that such modification, waiver or amendment would not (1) effect an exchange or
reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b)
of the Code, (2) cause REMIC I or REMIC II to fail to qualify as a REMIC under
the Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions, or (3)
adversely affect the status of the Grantor Trust under the Code.

                  In addition, notwithstanding Section 3.20(c), but subject to
the third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
appraisal in accordance with the standards of the Appraisal Institute of the
related Mortgaged Property, performed by an Independent Appraiser, in connection
with such extension, which appraisal supports the determination of the Special
Servicer contemplated by clause (B) of the proviso to the immediately preceding
paragraph.

                  In no event will the Special Servicer (i) extend the maturity
date of a Mortgage Loan beyond a date that is two years prior to the Rated Final
Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than
the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the
highest Pass-Through Rate of any Class of Certificates (other than the Class X
Certificates) then outstanding and (C) a rate below the then prevailing interest
rate for comparable loans, as determined by the Special Servicer, (iii) if the
Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee
simple interest), extend the maturity date of such Mortgage Loan beyond a date
which is less than 20 years prior to the expiration of the term of such Ground
Lease including any unilateral options to extend such term; or (iv) defer
interest due on any Mortgage Loan in excess of __% of the Stated Principal
Balance of such Mortgage Loan or defer the collection of interest on any
Mortgage Loan without accruing interest on such deferred interest at a rate at
least equal to the Mortgage Rate of such Mortgage Loan.

                  The determination of the Special Servicer contemplated by
clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall
be evidenced by an Officer's Certificate to such effect delivered to the Trustee
and the Master Servicer and describing in reasonable detail the basis for the
Special Servicer's determination. The Special Servicer shall append to such
Officer's Certificate any information including but not limited to income and
expense statements, rent rolls, property inspection reports and appraisals that
support such determination.

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<PAGE>

                    (e) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.

                    (f) The Special Servicer or, with respect to clause (i)
below, the Master Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver or indulgence or any other matter or
thing, the granting of which is within its discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan and is
permitted by the terms of this Agreement, require that such Mortgagor pay to it
(i) as additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request, provided such fee
would not itself be a "significant modification" pursuant to Treasury
Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses
incurred by it. In no event shall the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Mortgagor.

                    (g) The Special Servicer shall notify the Master Servicer,
any related Sub-Servicers, the Trustee, the Controlling Class Representative and
the Rating Agencies, in writing, of any modification, waiver or amendment of any
term of any Mortgage Loan (including fees charged the Mortgagor) and the date
thereof, and shall deliver to the Custodian for deposit in the related Mortgage
File, with a copy to the Master Servicer, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within ten Business Days) following the execution thereof. Copies of
each agreement whereby any such modification, waiver or amendment of any term of
any Mortgage Loan is effected shall be made available for review upon prior
request during normal business hours at the offices of the Special Servicer
pursuant to Section 3.15(a) hereof.

                    (h) The Master Servicer shall not permit defeasance of any
Mortgage Loan (x) on or before the earliest date on which defeasance is
permitted under the terms of such Mortgage Loan, and (y) to the extent
inconsistent with the terms of such Mortgage Loan, and if the terms of the
Mortgage Loan grant the Master Servicer the right to require defeasance, the
Master Servicer shall act in accordance with the Servicing Standard to require
defeasance. Unless and to the extent the Master Servicer is precluded from
preventing such defeasance by the related Mortgage Loan documents or otherwise
(provided that the Master Servicer shall not allow such defeasance to cause any
REMIC created hereunder to fail to qualify as a REMIC, and provided further, the
Master Servicer may rely on an Opinion of Counsel as provided for in (ii)
below), the Master Servicer will not permit defeasance of any Mortgage Loan,
unless: (i) the defeasance collateral consists of "Government Securities" within
the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has
determined that the defeasance will not result in an Adverse REMIC Event
(provided that the Master Servicer shall be entitled to rely conclusively on an
Opinion of Counsel to that effect), (iii) the Master Servicer has notified the
Rating Agencies, (iv) each Rating Agency has confirmed that such defeasance will
not result in the qualification, downgrade or withdrawal of the rating then
assigned to any Class of Certificates to


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which a rating has been assigned by either Rating Agency, (v) the Master
Servicer has requested and received from the related Mortgagor (A) an Opinion of
Counsel generally to the effect that the Trustee will have a perfected, first
priority security interest in such defeasance collateral and (B) written
confirmation from a firm of Independent accountants stating that payments made
on such defeasance collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan in full on or before its Stated
Maturity Date and in accordance with the Periodic Payment (or, in the case of an
ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each
Periodic Payment scheduled to be due prior thereto but after the defeasance and
(vi) a single purpose entity (as defined below) is designated to assume the
Mortgage Loan and own the defeasance collateral; provided that, if under the
terms of the related Mortgage Loan documents, the related Mortgagor delivers
cash to purchase the defeasance collateral rather than the defeasance collateral
itself, the Master Servicer shall purchase the U.S. government obligations
contemplated by the related Mortgage Loan documents. Subsequent to the second
anniversary of the Closing Date, to the extent that the Master Servicer can, in
accordance with the related Mortgage Loan documents, require defeasance of any
Mortgage Loan in lieu of accepting a prepayment of principal thereunder,
including a prepayment of principal accompanied by a Prepayment Premium or Yield
Maintenance Charge, the Master Servicer shall, to the extent it is consistent
with the Servicing Standard, require such defeasance, provided that the
conditions set forth in clauses (i) through (vi) of the preceding sentence have
been satisfied. Any customary and reasonable out-of-pocket expense incurred by
the Master Servicer pursuant to this Section 3.20(h) shall be paid by the
Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organization documents provide as follows: it is
formed solely for the purpose of owning and operating a single property,
assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it
may not engage in any business unrelated to such property and the financing
thereof; it does not have and may not own any assets other than those related to
its interest in the property or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage; it shall maintain
its own books, records and accounts, in each case which are separate and apart
from the books, records and accounts of any other person; it shall hold regular
meetings, as appropriate, to conduct its business, and shall observe all
entity-level formalities and record keeping; it shall conduct business in its
own name and use separate stationery, invoices and checks; it may not guarantee
or assume the debts or obligations of any other person; it shall not commingle
its assets or funds with those of any other person; it shall pay its obligations
and expenses from its own funds and allocate and charge reasonably and fairly
any common employees or overhead shared with affiliates; it shall prepare
separate tax returns and financial statements or, if part of a consolidated
group, shall be shown as a separate member of such group; it shall transact
business


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with affiliates on an arm's length basis pursuant to written agreements; and it
shall hold itself out as being a legal entity, separate and apart from any other
person. The single purpose entity organizational documents shall provide that
any dissolution and winding up or insolvency filing for such entity requires the
unanimous consent of all partners or members, as applicable, and that such
documents may not be amended with respect to the single purpose entity
requirements during the term of the Mortgage Loan.

                    (i) For any Mortgage Loan other than a Specially Serviced
Mortgage Loan and subject to the rights of the Special Servicer set forth in
this Section 3.20, the Master Servicer shall be responsible for any request by a
Mortgagor for the consent of the mortgagee for a modification, waiver or
amendment of any term with respect to:

                         (i) approving routine leasing activity (including any
                    subordination, standstill, attornment agreements and lease
                    terminations) with respect to any lease for less than the
                    lesser of (a) _______ square feet and (b) __% of the related
                    Mortgaged Property;

                         (ii) approving any waiver affecting the timing of
                    receipt of financial statements from any Mortgagor provided
                    that such financial statements are delivered no less than
                    quarterly and within 60 days of the end of the calendar
                    quarter;

                         (iii) approving annual budgets for the related
                    Mortgaged Property, provided that no such budget (1)
                    provides for the payment of operating expenses in an amount
                    equal to more than ___% of the amounts budgeted therefor for
                    the prior year or (2) provides for the payment of any
                    material expenses to any affiliate of the Mortgagor (other
                    than the payment of a management fee to any property manager
                    if such management fee is no more than the management fee in
                    effect on the Cut-off Date);

                         (iv) subject to other restrictions herein regarding
                    Principal Prepayments, waiving any provision of a Mortgage
                    Loan requiring a specified number of days notice prior to a
                    Principal Prepayment; and

                         (v) approving certain consents with respect to
                    right-of-ways and easements and consent to subordination of
                    the related Mortgage Loan to such easements or
                    right-of-ways, provided, however, that any partial releases
                    of a lien on any Mortgaged Property not expressly
                    contemplated by the terms of the related Mortgage shall be
                    subject to review and approval by the Special Servicer.

                    (j) To the extent that either the Master Servicer or Special
Servicer waives any Penalty Interest or late charge in respect of any Mortgage
Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective
amounts of additional servicing compensation payable to the Master Servicer and
the Special Servicer under Section 3.11 out of such Penalty Interest or late
payment charges shall be reduced proportionately, based upon the respective
amounts that had been payable thereto out of such Penalty Interest or late
payment charges immediately prior to such waiver.

                    (k) Notwithstanding anything to the contrary in this
Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall take the following action unless it


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has received prior written confirmation (the cost of which shall be paid by the
related Mortgagor, if so allowed by the terms of the related loan documents)
from the Rating Agencies that such action will not result in a qualification,
downgrade or withdrawal of any of the ratings assigned by such Rating Agency to
the Certificates: With respect to any Mortgaged Property that secures a Mortgage
Loan with an unpaid principal balance that is at least equal to ____ percent
(_%) of the then aggregate principal balance of all Mortgage Loans or
$_________, the giving of any consent, approval or direction regarding the
termination of the related property manager or the designation of any
replacement property manager.

                    (l) The Special Servicer shall not consent to the
modification, waiver or amendment of a Lease Enhancement Policy without
receiving prior written confirmation from each Rating Agency that such
modification, waiver or amendment will not result in a qualification, downgrade
or withdrawal of the ratings on the Certificates. The Master Servicer shall not
consent to any modification, waiver or amendment of any Lease Enhancement
Policy.

                    (m) The foregoing limitations, conditions and restrictions
will not apply to any action referenced in this Section 3.20 that is required
under the terms of any Mortgage Loan in effect on the Closing Date or that is
solely within the control of the related Mortgagor. Neither the Master Servicer
nor the Special Servicer will be required to oppose the confirmation of a plan
in any bankruptcy or similar proceeding involving a Mortgagor if, in its
judgment, opposition would not ultimately prevent the confirmation of such plan
or one substantially similar thereto.

                    SECTION 3.21 Transfer of Servicing Between Master Servicer
and Special Servicer; Record Keeping.

                    (a) Upon determining that a Servicing Transfer Event has
occurred with respect to any Mortgage Loan, the Master Servicer shall promptly
notify the Trustee and if the Master Servicer is not also the Special Servicer,
the Master Servicer shall immediately give notice thereof, and shall deliver or
cause to be delivered a copy of the related Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan either in the Master Servicer's or any of its directors',
officers', employees', affiliates' or agents' possession or control or otherwise
available to the Master Servicer without undue burden or expense, and reasonably
requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto without acting through a Sub-Servicer. The Master Servicer
shall use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, if the information, documents and records requested by the
Special Servicer are not contained in the Servicing File, the Master Servicer
shall have such period of time as reasonably necessary to make such delivery.
Notwithstanding the occurrence of a Servicing Transfer Event, the Master
Servicer shall continue to receive payments on such Mortgage Loan (including
amounts collected by the Special Servicer).

                    Upon determining that a Specially Serviced Mortgage Loan has
become a Corrected Mortgage Loan and if the Master Servicer is not also the
Special Servicer, the Special Servicer shall immediately give notice thereof to
the Master Servicer, and shall return the related


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Servicing File and all other information, documents and records that were not
part of the Servicing File when it was delivered to the Special Servicer within
five Business Days of the occurrence, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

                    (b) In servicing any Specially Serviced Mortgage Loans, the
Special Servicer shall provide to the Custodian originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer), and copies of
any additional related Mortgage Loan information, including correspondence with
the related Mortgagor.

                    (c) On or before each Determination Date, the Special
Servicer shall deliver to the Master Servicer and each Rating Agency (or such
other Person as may be directed by the Master Servicer) a statement in writing
and in computer readable format (the form of such statement to be agreed upon by
the Master Servicer) describing, on a loan-by-loan and property-by-property
basis, (1) insofar as it relates to Specially Serviced Mortgage Loans and REO
Properties, the information described in clauses (x) through (xiii) of Section
4.02(a) and, insofar as it relates to the Special Servicer, the information
described in clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2) the
amount of all payments, Insurance Proceeds and Liquidation Proceeds received,
and the amount of any Realized Loss incurred, with respect to each Specially
Serviced Mortgage Loan during the related Collection Period, and the amount of
all REO Revenues, Insurance Proceeds and Liquidation Proceeds received, and the
amount of any Realized Loss incurred, with respect to each REO Property during
the related Collection Period, (3) the amount, purpose and date of all Servicing
Advances requested by the Special Servicer to be made by the Master Servicer
with respect to each Specially Serviced Mortgage Loan and REO Property during
the related Collection Period and (4) such additional information relating to
the Specially Serviced Mortgage Loans and REO Properties as the Master Servicer
reasonably requests to enable it to perform its responsibilities under this
Agreement. Notwithstanding the foregoing provisions of this subsection (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information reasonably available to the Master
Servicer required by the Special Servicer to perform its duties under this
Agreement.

                    (d) No later than 60 days after a Mortgage Loan becomes a
Specially Serviced Mortgage Loan, the Special Servicer shall deliver to each
Rating Agency, the Trustee, the Master Servicer and the Controlling Class
Representative a report (the "Asset Status Report") with respect to such Loan
and the related Mortgaged Property. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:

                         (i) summary of the status of such Specially Serviced
                    Mortgage Loan and negotiations with the related Mortgagor;

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                         (ii) a discussion of the legal and environmental
                    considerations reasonably known to the Special Servicer,
                    consistent with the Servicing Standard, that are applicable
                    to the exercise of remedies as aforesaid and to the
                    enforcement of any related guaranties or other collateral
                    for the related Specially Serviced Mortgage Loan and whether
                    outside legal counsel has been retained;

                         (iii) the most current rent roll and income or
                    operating statement available for the related Mortgaged
                    Property;

                         (iv) the Appraised Value of the Mortgaged Property
                    together with the assumptions used in the calculation
                    thereof;

                         (v) summary of the Special Servicer's recommended
                    action with respect to such Specially Serviced Mortgage
                    Loan; and

                         (vi) such other information as the Special Servicer
                    deems relevant in light of the Servicing Standard.

                  If, subject to Section 6.11 of this Agreement, within ten (10)
Business Days of receiving an Asset Status Report which relates to a recommended
action for which the Controlling Class Representative is entitled to object
under Section 6.11, the Controlling Class Representative does not disapprove
such Asset Status Report in writing, the Special Servicer shall implement the
recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable
law, the Servicing Standard, or the terms of the applicable Mortgage Loan
documents. If, subject to Section 6.11 of this Agreement, the Controlling Class
Representative disapproves such Asset Status Report, the Special Servicer will
revise such Asset Status Report and deliver to the Controlling Class
Representative, the Rating Agencies and the Master Servicer a new Asset Status
Report as soon as practicable, but in no event later than 30 days after such
disapproval.

                  The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(d) until the Controlling Class
Representative, shall fail to disapprove such revised Asset Status Report in
writing within ten (10) Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes one of the determinations described
below. The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section. Notwithstanding the foregoing, the Special Servicer (i) may,
following the occurrence of an extraordinary event with respect to the related
Mortgaged Property, take any action set forth in such Asset Status Report (and
consistent with the terms hereof) before the expiration of a ten (10) Business
Day period if the Special Servicer has reasonably determined that failure to
take such action would materially and adversely affect the interests of the
Certificateholders and it has made a reasonable effort to contact the
Controlling Class Representative, and (ii) in any case, shall determine whether
such affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard.

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                  Upon making such determination in clause (ii) of the
immediately preceding paragraph, the Special Servicer shall notify the Trustee
of such rejection and deliver to the Trustee a proposed notice to
Certificateholders which shall include a copy of the Asset Status Report, and
the Trustee shall send such notice to all Certificateholders. If the majority of
such Certificateholders, as determined by Voting Rights, fail, within 5 days of
the Trustee's sending such notice, to reject such Asset Status Report, the
Special Servicer shall implement the same. If the Asset Status Report is
rejected by a majority of the Certificateholders, (other than for a reason which
violates the Servicing Standard, which shall control), the Special Servicer
shall revise such Asset Status Report as described above in this Section 3.21(d)
and provide a copy of such revised report to the Master Servicer. The Trustee
shall be entitled to reimbursement from the Trust Fund for the reasonable
expenses of providing such notices.

                  The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard, the terms hereof and the related Asset
Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order
to act in accordance with the Servicing Standard.

                  No direction of the Controlling Class Representative or the
majority of the Certificateholders shall (a) require or cause the Special
Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable
law or any provision of this Agreement, including the Special Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each REMIC, (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions or (c)
expose the Master Servicer, the Special Servicer, the Depositor, any of the
Mortgage Loan Sellers, the Trust Fund, the Trustee or the Fiscal Agent or the
officers and the directors of each party to claim, suit or liability or (d)
expand the scope of the Master Servicer's, the Trustee's, the Fiscal Agent's or
the Special Servicer's responsibilities under this Agreement.

                  SECTION 3.22 Sub-Servicing Agreements.

                  (a) The Master Servicer and the Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided that, in each
case, the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(x) and (xi)) to the
extent applicable (modified to apply to the Sub-Servicer instead of the Master
Servicer); (ii) provides that if the Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee may thereupon assume all of the rights and, except to the extent
such obligations arose prior to the date of assumption, obligations of the
Master Servicer or the Special Servicer, as the case may be, under such
agreement or (except with respect only to the Sub-Servicing Agreements in effect
as of the date of this Agreement) may terminate such subservicing agreement
without cause and without payment of any penalty or termination fee (other than
the right of reimbursement and indemnification); (iii) provides that the
Trustee, for the benefit of the Certificateholders, shall be


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a third party beneficiary under such agreement, but that (except to the extent
the Trustee or its designee assumes the obligations of the Master Servicer or
the Special Servicer, as the case may be, thereunder as contemplated by the
immediately preceding clause (ii)) none of the Trustee, the Fiscal Agent, the
Trust Fund, any successor Master Servicer or Special Servicer, as the case may
be, or any Certificateholder shall have any duties under such agreement or any
liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Mortgage Loan at its option and without penalty, (v) with respect to
any Sub-Servicing Agreement entered into by the Special Servicer, does not
permit the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special Servicer
or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of
a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer shall provide that such agreement
shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that
becomes a Specially Serviced Mortgage Loan. The Master Servicer and the Special
Servicer will each be solely liable for all fees owed by it to any Sub-Servicer
with which it has entered into a Sub-Servicing Agreement, irrespective of
whether its compensation under this Agreement is sufficient to pay those fees.
The Master Servicer and the Special Servicer each shall deliver to the Trustee
and to each other copies of all Sub-Servicing Agreements, and any amendments
thereto and modifications thereof, entered into by it promptly upon its
execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Master Servicer or the Special Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the Master
Servicer or the Special Servicer, as the case may be; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer hereunder to make P&I Advances or Servicing Advances
shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer. For so long as they are
outstanding, Advances shall accrue interest in accordance with Sections 3.03(d)
and 4.03(d), such interest to be allocable between the Master Servicer or the
Special Servicer, as the case may be, and such Sub-Servicer as they may agree.
For purposes of this Agreement, the Master Servicer and the Special Servicer
each shall be deemed to have received any payment when a Sub-Servicer retained
by it receives such payment. The Master Servicer and the Special Servicer each
shall notify the other, the Trustee and the Depositor in writing promptly of the
appointment by it of any Sub-Servicer.

                    (b) Each Sub-Servicer shall be authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law, and
shall be an approved conventional seller/servicer of mortgage loans for FHLMC or
FNMA or a HUD-Approved Servicer.

                    (c) The Master Servicer and the Special Servicer, for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the
Trustee, the Certificateholders or the Trust Fund) monitor the performance and
enforce the obligations of their respective Sub-Servicers under the related
Sub-Servicing Agreements. Such enforcement, including, without


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limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or the Special Servicer, as applicable,
in its good faith business judgment, would require were it the owner of the
Mortgage Loans. Subject to the terms of the related Sub-Servicing Agreement, the
Master Servicer and the Special Servicer may each have the right to remove a
Sub-Servicer at any time it considers such removal to be in the best interests
of Certificateholders.

                  (d) In the event of the resignation, removal or other
termination of [Master Servicer] or any successor Master Servicer hereunder for
any reason, the Trustee or other Person succeeding such resigning, removed or
terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to
assume the rights and obligations of the Master Servicer under such
Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder
on the same terms (including without limitation the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer in which case the existing Sub-Servicing Agreement
shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if
(but only if) an Event of Default (as defined in such Sub-Servicing Agreement)
has occurred and is continuing, in each case without paying any sub-servicer
termination fee.

                  Each Sub-Servicing Agreement will provide, among other things,
that the Master Servicer and its successors may at its sole option, terminate
any rights the Sub-Servicer may have thereunder with respect to any or all
Mortgage Loans if Moody's (i) reduces the rating assigned to one or more Classes
of the respective Certificates as a result of the sub-servicing of the Mortgage
Loans by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in
writing that it will cause a qualification, downgrade or withdrawal of such
rating due to the continued servicing by the Sub-Servicer.

                  (e) Notwithstanding any Sub-Servicing Agreement, the Master
Servicer and the Special Servicer shall remain obligated and liable to the
Trustee and the Certificateholders for the performance of their respective
obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if each
alone were servicing and administering the Mortgage Loans or REO Properties for
which it is responsible.

                  (f) The Special Servicer shall not enter into a
Sub-Servicing Agreement unless Moody's has confirmed in writing that the
execution of such agreement will not result in a qualification, downgrade, or
withdrawal of the then-current ratings on the outstanding Certificates or such
Sub-Servicing Agreement relates to a Mortgage Loan or Mortgage Loans (along with
any Mortgage Loans previously sub-serviced pursuant to this section) that
represent less than __% of the outstanding principal balance of all Specially
Serviced Mortgage Loans. The Special Servicer shall comply with the terms of
each such Sub-Servicing Agreement to the extent the terms thereof are not
inconsistent with the terms of this Agreement and the Special Servicer's
obligations hereunder.

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                    SECTION 3.23 Representations and Warranties of Master
Servicer and Special Servicer.

                    (a) The Master Servicer, in such capacity, hereby represents
and warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, the Depositor and the Special Servicer, as of the Closing
Date, that:

                         (i) The Master Servicer is a national banking
                    association, duly organized under the laws of the United
                    States of America, and the Master Servicer is in compliance
                    with the laws of each State in which any Mortgaged Property
                    is located to the extent necessary to perform its
                    obligations under this Agreement.

                         (ii) The execution and delivery of this Agreement by
                    the Master Servicer, and the performance and compliance with
                    the terms of this Agreement by the Master Servicer, will not
                    violate the Master Servicer's articles of association or
                    by-laws or constitute a default (or an event which, with
                    notice or lapse of time, or both, would constitute a
                    default) under, or result in the breach of, any material
                    agreement or other material instrument to which it is a
                    party or by which it is bound.

                         (iii) The Master Servicer has the full power and
                    authority to enter into and consummate all transactions
                    contemplated by this Agreement, has duly authorized the
                    execution, delivery and performance of this Agreement, and
                    has duly executed and delivered this Agreement.

                         (iv) This Agreement, assuming due authorization,
                    execution and delivery by each of the other parties hereto,
                    constitutes a valid, legal and binding obligation of the
                    Master Servicer, enforceable against the Master Servicer in
                    accordance with the terms hereof, subject to (A) applicable
                    receivership, insolvency, reorganization, moratorium and
                    other laws affecting the enforcement of creditors' rights
                    generally and the rights of creditors of banks, and (B)
                    general principles of equity, regardless of whether such
                    enforcement is considered in a proceeding in equity or at
                    law.

                         (v) The Master Servicer is not in violation of, and its
                    execution and delivery of this Agreement and its performance
                    and compliance with the terms of this Agreement will not
                    constitute a violation of, any law, any order or decree of
                    any court or arbiter, or any order, regulation or demand of
                    any federal, state or local governmental or regulatory
                    authority, which violation, in the Master Servicer's good
                    faith and reasonable judgment, is likely to affect
                    materially and adversely either the ability of the Master
                    Servicer to perform its obligations under this Agreement or
                    the financial condition of the Master Servicer.

                         (vi) No litigation is pending or, to the best of the
                    Master Servicer's knowledge, threatened, against the Master
                    Servicer that would prohibit the Master Servicer from
                    entering into this Agreement or, in the Master Servicer's
                    good faith and reasonable judgment, is likely to materially
                    and adversely affect either the ability of the Master
                    Servicer to perform its obligations under this Agreement or
                    the financial condition of the Master Servicer, calculated
                    on a consolidated basis.



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<PAGE>

                         (vii) Each officer, director, employee, consultant or
                    advisor of the Master Servicer with responsibilities
                    concerning the servicing and administration of Mortgage
                    Loans is covered by errors and omissions insurance in the
                    amounts and with the coverage as, and to the extent,
                    required by Section 3.07(c).

                         (viii) The net worth of the Master Servicer (or, in the
                    case of the initial Master Servicer, the consolidated net
                    worth thereof and of its direct or indirect parent),
                    determined in accordance with generally accepted accounting
                    principles, is not less than $______________.

                         (ix) Any consent, approval, authorization or order of
                    any court or governmental agency or body required for the
                    execution, delivery and performance by the Master Servicer
                    of or compliance by the Master Servicer with this Agreement
                    or the consummation of the transactions contemplated by this
                    Agreement has been obtained and is effective.

                         (x) The Master Servicer possesses all insurance
                    required pursuant to Section 3.07(c) of this Agreement.

                    (b) The Special Servicer, in such capacity, hereby
represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, the Depositor and the Master Servicer, as of the Closing
Date, that:

                         (i) The Special Servicer is a limited partnership duly
                    organized under the laws of the State of Texas, validly
                    existing and the Special Servicer is in compliance with the
                    laws of each State in which any Mortgaged Property is
                    located to the extent necessary to perform its obligations
                    under this Agreement.

                         (ii) The execution and delivery of this Agreement by
                    the Special Servicer, and the performance and compliance
                    with the terms of this Agreement by the Special Servicer,
                    will not violate the Special Servicer's limited partnership
                    agreement or certificate of limited partnership or
                    constitute a default (or an event which, with notice or
                    lapse of time, or both, would constitute a default) under,
                    or result in the breach of, any material agreement or other
                    material instrument by which it is bound.

                         (ii) The Special Servicer has the full power and
                    authority to enter into and consummate all transactions
                    contemplated by this Agreement, has duly authorized the
                    execution, delivery and performance of this Agreement, and
                    has duly executed and delivered this Agreement.

                         (iv) This Agreement, assuming due authorization,
                    execution and delivery by each of the other parties hereto,
                    constitutes a valid, legal and binding obligation of the
                    Special Servicer, enforceable against the Special Servicer
                    in accordance with the terms hereof, subject to (A)
                    applicable bankruptcy, insolvency, reorganization,
                    moratorium and other laws affecting the enforcement of
                    creditors' rights generally, and (B) general principles of
                    equity, regardless of whether such enforcement is considered
                    in a proceeding in equity or at law.

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<PAGE>

                         (v) The Special Servicer is not in violation of, and
                    its execution and delivery of this Agreement and its
                    performance and compliance with the terms of this Agreement
                    will not constitute a violation of, any law, any order or
                    decree of any court or arbiter, or any order, regulation or
                    demand of any federal, state or local governmental or
                    regulatory authority, which violation, in the Special
                    Servicer's good faith and reasonable judgment, is likely to
                    affect materially and adversely either the ability of the
                    Special Servicer to perform its obligations under this
                    Agreement or the financial condition of the Special
                    Servicer.

                         (vi) No litigation is pending or, to the best of the
                    Special Servicer's knowledge, threatened, against the
                    Special Servicer that would prohibit the Special Servicer
                    from entering into this Agreement or, in the Special
                    Servicer's good faith and reasonable judgment, is likely to
                    materially and adversely affect either the ability of the
                    Special Servicer to perform its obligations under this
                    Agreement or the financial condition of the Special
                    Servicer.

                         (vii) Each officer, director and employee of the
                    Special Servicer and each consultant or advisor of the
                    Special Servicer with responsibilities concerning the
                    servicing and administration of Mortgage Loans is covered by
                    errors and omissions insurance in the amounts and with the
                    coverage required by Section 3.07(c).

                         (viii) Any consent, approval, authorization or order of
                    any court or governmental agency or body required for the
                    execution, delivery and performance by the Special Servicer
                    of or compliance by the Special Servicer with this Agreement
                    or the consummation of the transactions contemplated by this
                    Agreement has been obtained and is effective.

                         (ix) The Special Servicer possesses all insurance
                    required pursuant to Section 3.07(c) of this Agreement.

                    (c) The representations and warranties of the Master
Servicer and the Special Servicer, set forth in Section 3.23(a) (with respect to
the Master Servicer) and Section 3.23(b) (with respect to the Special Servicer),
respectively, shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties hereto.

                    SECTION 3.24 Sub-Servicing Agreement Representation and
Warranty.

                    (a) The Master Servicer, in such capacity, hereby represents
and warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements for
such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second
paragraph of 3.22(d) in all material respects.

                    SECTION 3.25 Designation of Controlling Class
Representative.

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<PAGE>

                    (a) The Holders (or, in the case of Book-Entry Certificates,
the Certificate Owners) of Certificates representing more than __% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 6.11) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than __% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Trustee or identified
thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process for selecting a
Controlling Class Representative, which shall be the designation of the
Controlling Class Representative by the Holders (or Certificate Owners) of
Certificates representing more than __% of the Class Principal Balance of the
Controlling Class by a writing delivered to the Trustee. No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee with written confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers).

                    (b) Within ten (10) Business Days (or as soon thereafter as
practicable if the Controlling Class consists of Book-Entry Certificates) of
receiving a request therefor from the Master Servicer or Special Servicer, the
Trustee shall deliver to the requesting party the identity of the Controlling
Class Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified thereto by the Depository or the Depository Participants,
each Certificate Owner) of the Controlling Class, including, in each case, names
and addresses. With respect to such information, the Trustee shall be entitled
to conclusively rely on information provided to it by the Depository, and the
Master Servicer and the Special Servicer shall be entitled to rely on such
information provided by the Trustee with respect to any obligation or right
hereunder that the Master Servicer and the Special Servicer may have to deliver
information or otherwise communicate with the Controlling Class Representative
or any of the Holders (or, if applicable, Certificate Owners) of the Controlling
Class. In addition to the foregoing, within two (2) Business Days of the
selection, resignation or removal of a Controlling Class Representative, the
Trustee shall notify the other parties to this Agreement of such event. The
expenses incurred by the Trustee in connection with obtaining information from
the Depository or Depository Participants with respect to any Book-Entry
Certificate shall be expenses of the Trust Fund payable out of the Certificate
Account pursuant to Section 3.05(a).

                    (c) A Controlling Class Representative may at any time
resign as such by giving written notice to the Trustee and to each Holder (or,
in the case of Book-Entry Certificates, Certificate Owner) of the Controlling
Class. The Holders (or, in the case of Book-Entry Certificates, the Certificate
Owners) of Certificates representing more than __% of the


                                      132
<PAGE>

Class Principal Balance of the Controlling Class shall be entitled to remove any
existing Controlling Class Representative by giving written notice to the
Trustee and to such existing Controlling Class Representative.

                    (d) Once a Controlling Class Representative has been
selected pursuant to this Section 3.25 each of the parties to this Agreement and
each Certificateholder (or Certificate Owner, if applicable) shall be entitled
to rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Trustee and each other
Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the
Controlling Class, in writing, of the resignation or removal of such Controlling
Class Representative.

                    (e) Any and all expenses of the Controlling Class
Representative shall be borne by the Holders (or, if applicable, the Certificate
Owners) of Certificates of the Controlling Class, pro rata according to their
respective Percentage Interests in such Class, and not by the Trust.
Notwithstanding the foregoing, if a claim is made against the Controlling Class
Representative by a Mortgagor with respect to this Agreement or any particular
Mortgage Loan, the Controlling Class Representative shall immediately notify the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer,
whereupon (if the Special Servicer or the Trust Fund are also named parties to
the same action and, in the sole judgment of the Special Servicer, (i) the
Controlling Class Representative had acted in good faith, without negligence or
willful misfeasance with regard to the particular matter, and (ii) there is no
potential for the Special Servicer or the Trust Fund to be an adverse party in
such action as regards the Controlling Class Representative) the Special
Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the
defense of any such claim against the Controlling Class Representative. This
provision shall survive the termination of this Agreement and the termination or
resignation of the Controlling Class Representative.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                    SECTION 4.01 Distributions.

                    (a) On each Distribution Date the Trustee shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii) and deemed distributions from
REMIC I pursuant to Section 4.01(h), for the following purposes and in the
following order of priority, in each case to the extent of the remaining portion
of the Available Distribution Amount:

                         (i) to distributions of interest to the Holders of the
                    Senior Certificates in an amount equal to, and pro rata in
                    accordance with, all Distributable Certificate Interest in
                    respect of each Class of Senior Certificates for such
                    Distribution Date and, to the extent not previously paid,
                    for all prior Distribution Dates;

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<PAGE>

                         (ii) to distributions of principal to the Holders of
                    the Class A-1 Certificates, in an amount (not to exceed the
                    Class Principal Balance of the Class A-1 Certificates
                    outstanding immediately prior to such Distribution Date)
                    equal to the entire Principal Distribution Amount for such
                    Distribution Date;

                         (iii) after the Class Principal Balance of the Class
                    A-1 Certificates has been reduced to zero, to distributions
                    of principal, pro rata, to the Holders of the Class A-2
                    Certificates, in an amount (not to exceed the Class
                    Principal Balance of the Class A-2 Certificates outstanding
                    immediately prior to such Distribution Date) equal to the
                    entire Principal Distribution Amount for such Distribution
                    Date (net of any portion thereof distributed on such
                    Distribution Date to the Holders of the Class A-1
                    Certificates pursuant to clause (ii) above;

                         (iv) after the Class Principal Balance of the Class A-2
                    Certificates has been reduced to zero, to distributions of
                    principal, pro rata, to the Holders of the Class A-3
                    Certificates, in an amount (not to exceed the Class
                    Principal Balance of the Class A-3 Certificates outstanding
                    immediately prior to such Distribution Date) equal to the
                    entire Principal Distribution Amount for such Distribution
                    Date (net of any portion thereof distributed on such
                    Distribution Date to the Holders of the Class A-1
                    Certificates and Class A-2 Certificates pursuant to clauses
                    (ii) and (iii) above

                         (v) after the Class Principal Balance of the Class A-3
                    Certificates has been reduced to zero, to distributions of
                    principal, pro rata, to the Holders of the Class A-4
                    Certificates, in an amount (not to exceed the Class
                    Principal Balance of the Class A-4 Certificates outstanding
                    immediately prior to such Distribution Date) equal to the
                    entire Principal Distribution Amount for such Distribution
                    Date (net of any portion thereof distributed on such
                    Distribution Date to the Holders of the Class A-1
                    Certificates, the Class A-2 Certificates and the Class A-3
                    Certificates pursuant to clauses (ii), (iii) and (iv) above;

                         (vi) to distributions to the Holders of the Class A-1
                    Certificates, Class A-2 Certificates, Class A-3 Certificates
                    and Class A-4 Certificates, pro rata in accordance with, in
                    an amount equal to, and in reimbursement of, all Realized
                    Losses and Additional Trust Fund Expenses, if any,
                    previously allocated to each such Class of Certificates and
                    not previously reimbursed;

                         (vii) to distributions of interest to the Holders of
                    the Class B Certificates in an amount equal to all
                    Distributable Certificate Interest in respect of such Class
                    of Certificates for such Distribution Date and, to the
                    extent not previously paid, for all prior Distribution
                    Dates;

                         (viii) after the Class Principal Balances of the Class
                    A-1 Certificates, Class A-2 Certificates, Class A-3
                    Certificates and Class A-4 Certificates have been reduced to
                    zero, to distributions of principal to the Holders of the
                    Class B Certificates, in an amount (not to exceed the Class
                    Principal Balance of the Class B Certificates outstanding
                    immediately prior to such Distribution Date) equal to the
                    entire Principal Distribution Amount for such Distribution
                    Date (net of any portion thereof distributed on


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<PAGE>

                    such Distribution Date to the Holders of any other Class of
                    Certificates pursuant to any prior clause of this Section
                    4.01(a)).

                         (ix) to distributions to the Holders of the Class B
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class B Certificates and
                    not previously reimbursed;

                         (x) to distributions of interest to the Holders of the
                    Class C Certificates in an amount equal to all Distributable
                    Certificate Interest in respect of such Class of
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xi) after the Class Principal Balance of the Class B
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class C Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class C Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xii) to distributions to the Holders of the Class C
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class C Certificates and
                    not previously reimbursed;

                         (xiii) to distributions of interest to the Holders of
                    the Class D Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class D
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xiv) after the Class Principal Balance of the Class C
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class D Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class D Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xv) to distributions to the Holders of the Class D
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class D Certificates and
                    not previously reimbursed;

                         (xvi) to distributions of interest to the Holders of
                    the Class E Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class E
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

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<PAGE>

                         (xvii) after the Class Principal Balance of the Class D
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class E Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class E Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xviii) to distributions to the Holders of the Class E
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class E Certificates and
                    not previously reimbursed;

                         (xix) to distributions of interest to the Holders of
                    the Class F Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class F
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xx) after the Class Principal Balance of the Class E
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class F Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class F Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xxi) to distributions to the Holders of the Class F
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class F Certificates and
                    not previously reimbursed;

                         (xxii) to distributions of interest to the Holders of
                    the Class G Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class G
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxiii) after the Class Principal Balance of the Class
                    F Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class G Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class G Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xxiv) to distributions to the Holders of the Class G
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund


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<PAGE>

                    Expenses, if any, previously allocated to the Class G
                    Certificates and not previously reimbursed;

                         (xxv) to distributions of interest to the Holders of
                    Class H Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class H
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxvi) after the Class Principal Balance of the Class G
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class H Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class H Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xxvii) to distributions to the Holders of the Class H
                    Certificates in an amount equal to, and in reimbursement of,
                    all Realized Losses and Additional Trust Fund Expenses, if
                    any, previously allocated to such Class of Certificates and
                    not previously reimbursed;

                         (xxviii) to distributions of interest to the Holders of
                    the Class J Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class J
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxix) after the Class Principal Balance of the Class H
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class J Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class J Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xxx) to distributions to the Holders of the Class J
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class J Certificates and
                    not previously reimbursed;

                         (xxxi) to distributions of interest to the Holders of
                    the Class K Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class K
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxxii) after the Class Principal Balance of the Class
                    J Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class K Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class K Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire


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<PAGE>

                    Principal Distribution Amount for such Distribution Date
                    (net of any portion thereof distributed on such Distribution
                    Date to the Holders of any other Class of Certificates
                    pursuant to any prior clause of this Section 4.01(a));

                         (xxxiii) to distributions to the Holders of the Class K
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class K Certificates and
                    not previously reimbursed;

                         (xxxiv) to distributions of interest to the Holders of
                    the Class L Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class L
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxxv) after the Class Principal Balance of the Class K
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class L Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class L Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xxxvi) to distributions to the Holders of the Class L
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class L Certificates and
                    not previously reimbursed;

                         (xxxvii) to distributions of interest to the Holders of
                    the Class M Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class M
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xxxviii) after the Class Principal Balance of the
                    Class L Certificates has been reduced to zero, to
                    distributions of principal to the Holders of the Class M
                    Certificates, in an amount (not to exceed the Class
                    Principal Balance of the Class M Certificates outstanding
                    immediately prior to such Distribution Date) equal to the
                    entire Principal Distribution Amount for such Distribution
                    Date (net of any portion thereof distributed on such
                    Distribution Date to the Holders of any other Class of
                    Certificates pursuant to any prior clause of this Section
                    4.01(a));

                         (xxxix) to distributions to the Holders of the Class M
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class M Certificates and
                    not previously reimbursed;

                         (xl) to distributions of interest to the Holders of the
                    Class N Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the


                                      138
<PAGE>

                    Class N Certificates for such Distribution Date and, to the
                    extent not previously paid, for all prior Distribution
                    Dates;

                         (xli) after the Class Principal Balance of the Class M
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class N Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class N Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xlii) to distributions to the Holders of the Class N
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class N Certificates and
                    not previously reimbursed;

                         (xliii) to distributions of interest to the Holders of
                    the Class O Certificates, in an amount equal to all
                    Distributable Certificate Interest in respect of the Class O
                    Certificates for such Distribution Date and, to the extent
                    not previously paid, for all prior Distribution Dates;

                         (xliv) after the Class Principal Balance of the Class N
                    Certificates has been reduced to zero, to distributions of
                    principal to the Holders of the Class O Certificates, in an
                    amount (not to exceed the Class Principal Balance of the
                    Class O Certificates outstanding immediately prior to such
                    Distribution Date) equal to the entire Principal
                    Distribution Amount for such Distribution Date (net of any
                    portion thereof distributed on such Distribution Date to the
                    Holders of any other Class of Certificates pursuant to any
                    prior clause of this Section 4.01(a));

                         (xlv) to distributions to the Holders of the Class O
                    Certificates, in an amount equal to, and in reimbursement
                    of, all Realized Losses and Additional Trust Fund Expenses,
                    if any, previously allocated to the Class O Certificates and
                    not previously reimbursed;

                         (xlvi) to make distributions to the Holders of the
                    Class R-II Certificates, in an amount equal to the excess,
                    if any, of (A) the aggregate distributions deemed made in
                    respect of the REMIC I Regular Interests on such
                    Distribution Date pursuant to Section 4.01(a), over (B) the
                    aggregate distributions made in respect of the Regular
                    Certificates on such Distribution Date pursuant to clauses
                    (i) through (xlii) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates has been reduced to zero,
the payments of principal to be made as contemplated by clauses (ii), (iii),
(iv) and (v) above with respect to the Class A Certificates will be made to the
Holders of the respective Classes of such Class A Certificates up to an amount
equal to, and pro rata as among such Classes in accordance with, the respective
then outstanding Class Principal Balances of such Classes of Certificates and
without regard to the Principal Distribution Amount for such Distribution Date.
Distributions in reimbursement of


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Realized Losses and Additional Trust Fund Expenses previously allocated to a
Class of Certificates shall not constitute distributions of principal and shall
not result in reduction of the related Class Principal Balance.

                  All distributions of interest made in respect of the Class XC
and Class XP Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class XC
and Class XP Strip Rate, as applicable, of such Component multiplied by its
Component Notional Amount, less an allocable portion of any Prepayment Interest
Shortfall, together with any amounts thereof remaining unpaid from previous
Distribution Dates.

                  (b) On each Distribution Date, the Trustee shall withdraw
from the Distribution Account any amounts that represent Prepayment Premiums
and/or Yield Maintenance Charges actually collected on the Mortgage Loans and
any REO Loans during the related Collection Period and shall be deemed to
distribute such Prepayment Premiums and/or Yield Maintenance Charges from REMIC
I to REMIC II in respect of REMIC I Regular Interest LA-1-1 (whether or not such
Class has received all distributions of interest and principal to which it is
entitled), and then shall distribute each such Prepayment Premium and/or Yield
Maintenance Charge, as additional yield, as follows:

                         (i) First, to the Holders of the respective Classes of
                    Regular Certificates (other than any Excluded Class thereof)
                    entitled to distributions of principal pursuant to Section
                    4.01(a) on such Distribution Date, up to an amount equal to,
                    and pro rata based on, the Additional Yield and Prepayment
                    Amounts for each such Class of Certificates for such
                    Distribution Date; and

                         (ii) Second, to the Holders of the Class XC
                    Certificates, to the extent of any remaining portion of such
                    Yield Maintenance Charges or Prepayment Premiums.

                  On each Distribution Date, the Trustee shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans that are Merrill Mortgage Loans and shall distribute such
amounts among the Holders of the Class Z-I Certificates pro rata in accordance
with their respective Percentage Interests of such Class, and (B) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans that are [Seller] Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-II Certificates pro
rata in accordance with their respective Percentage Interests of such Class.

                  (c) All distributions made with respect to each Class on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have


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provided the Trustee with wiring instructions no less than five Business Days
prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. The final distribution on each Certificate
(determined, in the case of a Sequential Pay Certificate, without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to such Certificate, but taking into account
possible future distributions of Additional Interest) will be made in a like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution. Prior to any
termination of the Trust Fund pursuant to Section 9.01, any distribution that is
to be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Register or to any other address of
which the Trustee was subsequently notified in writing. If such check is
returned to the Trustee, the Trustee, directly or through an agent, shall take
such reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Trustee
shall be set aside by the Trustee and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Trustee has not, after having taken such reasonable
steps, located the related Holder by the second anniversary of the initial
sending of a check, the Trustee shall, subject to applicable law, distribute the
unclaimed funds to the Holders of the Class R-II Certificates.

                    (d) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof, and the
Depository shall be responsible for crediting the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the related Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the related Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Depositor or the
Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under a Letter of Representations
among the Depositor, the Trustee and the Initial Depository dated as of the
Closing Date.

                    (e) The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund in respect of the
Certificates, and all rights and interests of the Certificateholders in and to
such distributions, shall be as set forth in this Agreement. Neither the Holders
of any Class of Certificates nor any party hereto shall in any way be
responsible or liable to the Holders of any other Class of Certificates in
respect of amounts properly previously distributed on the Certificates.

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<PAGE>

                    (f) Except as otherwise provided in Section 9.01, whenever
the Trustee receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to such Class of Certificates) will be
made on the next Distribution Date, the Trustee shall, no later than five days
after the related Determination Date, mail to each Holder of record on such date
of such Class of Certificates a notice to the effect that:

                         (i) the Trustee expects that the final distribution
                    with respect to such Class of Certificates will be made on
                    such Distribution Date but only upon presentation and
                    surrender of such Certificates at the office of the
                    Certificate Registrar or at such other location therein
                    specified, and

                         (ii) no interest shall accrue on such Certificates from
                    and after such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Holders of the Class R-II Certificates all unclaimed funds and other
assets which remain subject thereto.

                    (g) Notwithstanding any other provision of this Agreement,
the Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The Certificate
Registrar shall promptly provide the Paying Agent with any IRS Form W-8BEN or
W-ECI upon its receipt thereof. The consent of Certificateholders shall not be
required for such withholding. If the Trustee does withhold any amount from
interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Trustee
shall indicate the amount withheld to such Certificateholders.

                    (h) All distributions made in respect of any Class of
Sequential Pay Certificates on each Distribution Date pursuant to Section
4.01(a) or Section 9.01 shall be


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deemed to have first been distributed from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest set forth in the Preliminary Statement
hereto; provided, however, that distributions of principal with respect to the
Class A-1 Certificates shall be deemed to have first been distributed from REMIC
I to REMIC II in respect of REMIC I Regular Interest LA-1-1 until its REMIC I
Principal Balance is reduced to zero, and then to REMIC Regular Interest LA-1-2;
provided further, that distributions of principal with respect to the Class A-2
Certificates shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of REMIC I Regular Interest LA-2-1 until its REMIC I
Principal Balance is reduced to zero and then to REMIC I Regular Interest LA-2-2
until its REMIC I Principal Balance is reduced to zero and then to REMIC I
Regular Interest LA-2-3; provided further, that distributions of principal with
respect to the Class A-3 Certificates shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest
LA-3-1 until its REMIC I Principal Balance is reduced to zero and then to REMIC
I Regular Interest LA-3-2 until its REMIC I Principal Balance is reduced to zero
and then to REMIC I Regular Interest LA-3-3; provided further, that
distributions of principal with respect to the Class A-4 Certificates shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of
REMIC I Regular Interest LA-4-1 until its REMIC I Principal Balance is reduced
to zero and then to REMIC I Regular Interest LA-4-2 until its REMIC I Principal
Balance is reduced to zero and then to REMIC I Regular Interest LA-4-3; provided
further, that distributions of principal with respect to the Class F
Certificates shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of REMIC I Regular Interest LF-1 until its REMIC I Principal
Balance is reduced to zero and then to REMIC I Regular Interest LF-2 until its
REMIC I Principal Balance is reduced to zero; provided further, that
distributions of principal with respect to the Class G Certificates shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of
REMIC I Regular Interest LG-1 until its REMIC I Principal Balance is reduced to
zero and then to REMIC I Regular Interest LG-2 until its REMIC I Principal
Balance is reduced to zero; provided further, that distributions of principal
with respect to the Class H Certificates shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest LH-1
until its REMIC I Principal Balance is reduced to zero and then to REMIC I
Regular Interest LH-2 until its REMIC I Principal Balance is reduced to zero;
and provided further, that distributions of principal with respect to the Class
J Certificates shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of REMIC I Regular Interest LJ-1 until its REMIC I Principal
Balance is reduced to zero and then to REMIC I Regular Interest LJ-2 until its
REMIC I Principal Balance is reduced to zero. All distributions made in respect
of the Class XC and Class XP Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 9.01, and allocable to any particular Component of
such Class of Certificates in accordance with the last paragraph of Section
4.01(a), shall be deemed to have first been distributed from REMIC I to REMIC II
in respect of such Component's Corresponding REMIC I Regular Interest. In each
case, if such distribution on any such Class of Regular Certificates was a
distribution of interest or principal or in reimbursement of previously
allocated Realized Losses and Additional Trust Fund Expenses in respect of such
Class of Regular Certificates, then the corresponding distribution deemed to be
made on a REMIC I Regular Interest pursuant to the preceding two sentences shall
be deemed to also be a distribution of interest or principal or in reimbursement
of previously allocated Realized Losses and Additional Trust Fund Expenses, as
the case may be, in respect of such REMIC I Regular Interest; provided, however,
with respect to Realized Losses and Additional Trust Fund Expenses allocated to
the Class A-1 Certificates, such corresponding

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<PAGE>

distribution shall be deemed to be a distribution with respect to REMIC I
Regular Interest LA-1-1 and REMIC I Regular Interest LA-1-2 allocated pro rata
based on their respective REMIC I Principal Balances; provided, further, with
respect to Realized Losses and Additional Trust Fund Expenses allocated to the
Class A-2 Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest L-A-2-1, REMIC I Regular
Interest L-A-2-2 and REMIC Regular Interest L-A-2-3 allocated pro rata based
upon their respective REMIC I Principal Balances; provided, further, with
respect to Realized Losses and Additional Trust Fund Expenses allocated to the
Class A-3 Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest L-A-3-1, REMIC I Regular
Interest L-A-3-2 and REMIC I Regular Interest L-A-3-3 allocated pro rata based
upon their respective REMIC I Principal Balances; provided, further, with
respect to Realized Losses and Additional Trust Fund Expenses allocated to the
Class A-4 Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest L-A-4-1, REMIC I Regular
Interest L-A-4-2 and REMIC I Regular Interest L-A-4-3 allocated pro rata based
upon their respective REMIC I Principal Balances; provided, further, with
respect to Realized Losses and Additional Trust Fund Expenses allocated to the
Class F Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest LF-1 and REMIC I Regular
Interest LF-2 allocated pro rata based upon their respective REMIC I Principal
Balances; provided, further, with respect to Realized Losses and Additional
Trust Fund Expenses allocated to the Class G Certificates, such corresponding
distribution shall be deemed to be a distribution with respect to REMIC I
Regular Interest LG-1 and REMIC I Regular Interest LG-2 allocated pro rata based
upon their respective REMIC I Principal Balances; provided, further, with
respect to Realized Losses and Additional Trust Fund Expenses allocated to the
Class H Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest LH-1 and REMIC I Regular
Interest LH-2 allocated pro rata based upon their respective REMIC I Principal
Balances; and provided, further, with respect to Realized Losses and Additional
Trust Fund Expenses allocated to the Class J Certificates, such corresponding
distribution shall be deemed to be a distribution with respect to REMIC I
Regular Interest LJ-1 and REMIC I Regular Interest LJ-2 allocated pro rata based
upon their respective REMIC I Principal Balances. Any amounts remaining in the
Distribution Account in respect of REMIC I after the deemed distributions in
respect of the REMIC I Regular Interests shall (except as otherwise provided in
Section 9.01) be distributed by the Trustee to the Holders of the Class R-I
Certificates.

                    SECTION 4.02 Statements to Certificateholders; CMSA Loan
Periodic Update File.

                    (a) On each Distribution Date, the Trustee shall make
available either by mail or electronically via its Internet Website to each
Certificateholder, each initial Certificate Owner and (upon written request made
to the Trustee) each subsequent Certificate Owner (as identified to the
reasonable satisfaction of the Trustee), the Depositor, the Master Servicer, the
Special Servicer, the Underwriters and each Rating Agency, a statement (a
"Distribution Date Statement"), as to the distributions made on such
Distribution Date, based solely on information provided to it by the Master
Servicer and the Special Servicer, setting forth:



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                         (i) the amount of the distribution on such Distribution
                    Date to the Holders of each Class of Regular Certificates in
                    reduction of the Class Principal Balance thereof;

                         (ii) the amount of the distribution on such
                    Distribution Date to the Holders of each Class of Regular
                    Certificates allocable to Distributable Certificate
                    Interest;

                         (iii) the amount of the distribution on such
                    Distribution Date to the Holders of each Class of Regular
                    Certificates allocable to Prepayment Premiums and/or Yield
                    Maintenance Charges;

                         (iv) the amount of the distribution on such
                    Distribution Date to the Holders of each Class of Regular
                    Certificates in reimbursement of previously allocated
                    Realized Losses and Additional Trust Fund Expenses;

                         (v) the Available Distribution Amount for such
                    Distribution Date;

                         (vi) (a) the aggregate amount of P&I Advances made in
                    respect of such Distribution Date pursuant to Section
                    4.03(a), including, without limitation, any amounts applied
                    pursuant to Section 4.03(a)(ii), and the aggregate amount of
                    unreimbursed P&I Advances that had been outstanding at the
                    close of business on the related Determination Date and the
                    aggregate amount of interest accrued and payable to the
                    Master Servicer, the Trustee or the Fiscal Agent in respect
                    of such unreimbursed P&I Advances in accordance with Section
                    4.03(d) as of the close of business on the related
                    Determination Date, (b) the aggregate amount of Servicing
                    Advances as of the close of business on the related
                    Determination Date and (c) the aggregate amount of all
                    Nonrecoverable Advances as of the close of business on the
                    related Determination Date;

                         (vii) the aggregate unpaid principal balance of the
                    Mortgage Pool outstanding as of the close of business on the
                    related Determination Date;

                         (viii) the aggregate Stated Principal Balance of the
                    Mortgage Pool outstanding immediately before and immediately
                    after such Distribution Date;

                         (ix) the number, aggregate principal balance, weighted
                    average remaining term to maturity and weighted average
                    Mortgage Rate of the Mortgage Loans as of the close of
                    business on the related Determination Date;

                         (x) the number, aggregate unpaid principal balance (as
                    of the close of business on the related Determination Date)
                    and aggregate Stated Principal Balance (immediately after
                    such Distribution Date) of Mortgage Loans (A) delinquent
                    30-59 days, (B) delinquent 60-89 days, (C) delinquent more
                    than 89 days, (D) as to which foreclosure proceedings have
                    been commenced, and (E) to the actual knowledge of the
                    Master Servicer or Special Servicer in bankruptcy
                    proceedings;

                         (xi) as to each Mortgage Loan referred to in the
                    preceding clause (x) above, (A) the loan number thereof, (B)
                    the Stated Principal Balance thereof immediately


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<PAGE>

                    following such Distribution Date, and (C) a brief
                    description of any executed loan modification;

                         (xii) with respect to any Mortgage Loan as to which a
                    Liquidation Event occurred during the related Collection
                    Period (other than a payment in full), (A) the loan number
                    thereof, (B) the aggregate of all Liquidation Proceeds and
                    other amounts received in connection with such Liquidation
                    Event (separately identifying the portion thereof allocable
                    to distributions on the Certificates), and (C) the amount of
                    any Realized Loss in connection with such Liquidation Event;

                         (xiii) with respect to any REO Property included in the
                    Trust Fund as to which a Final Recovery Determination was
                    made during the related Collection Period, (A) the loan
                    number of the related Mortgage Loan, (B) the aggregate of
                    all Liquidation Proceeds and other amounts received in
                    connection with such Final Recovery Determination
                    (separately identifying the portion thereof allocable to
                    distributions on the Certificates), and (C) the amount of
                    any Realized Loss in respect of the related REO Loan in
                    connection with such Final Recovery Determination;

                         (xiv) the Accrued Certificate Interest and
                    Distributable Certificate Interest in respect of each Class
                    of Regular Certificates for such Distribution Date;

                         (xv) any unpaid Distributable Certificate Interest in
                    respect of each Class of Regular Certificates after giving
                    effect to the distributions made on such Distribution Date;

                         (xvi) the Pass-Through Rate for each Class of Regular
                    Certificates for such Distribution Date;

                         (xvii) the Principal Distribution Amount for such
                    Distribution Date, separately identifying the respective
                    components thereof (and, in the case of any Principal
                    Prepayment or other unscheduled collection of principal
                    received during the related Collection Period, the loan
                    number for the related Mortgage Loan and the amount of such
                    prepayment or other collection of principal);

                         (xviii) the aggregate of all Realized Losses incurred
                    during the related Collection Period and all Additional
                    Trust Fund Expenses incurred during the related Collection
                    Period;

                         (xix) the aggregate of all Realized Losses and
                    Additional Trust Fund Expenses that were allocated on such
                    Distribution Date;

                         (xx) the Class Principal Balance of each Class of
                    Regular Certificates (other than the Class X Certificates)
                    and the Component Notional Amount of each Component
                    outstanding immediately before and immediately after such
                    Distribution Date, separately identifying any reduction
                    therein due to the allocation of Realized Losses and
                    Additional Trust Fund Expenses on such Distribution Date;


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<PAGE>
                         (xxi) the Certificate Factor for each Class of Regular
                    Certificates immediately following such Distribution Date;

                         (xxii) the aggregate amount of interest on P&I Advances
                    paid to the Master Servicer, the Trustee and the Fiscal
                    Agent during the related Collection Period in accordance
                    with Section 4.03(d);

                         (xxiii) the aggregate amount of interest on Servicing
                    Advances paid to the Master Servicer, the Trustee and the
                    Fiscal Agent during the related Collection Period in
                    accordance with Section 3.03(d);

                         (xxiv) the aggregate amount of servicing fees paid to
                    the Master Servicer and the Special Servicer during the
                    related Collection Period; and

                         (xxv) the loan number for each Required Appraisal Loan
                    and any related Appraisal Reduction Amount as of the related
                    Determination Date;

                         (xxvi) the original and then current credit support
                    levels for each Class of Regular Certificates;

                         (xxvii) the original and then current ratings known to
                    the Trustee for each Class of Regular Certificates;

                         (xxviii) the aggregate amount of Prepayment Premiums
                    and Yield Maintenance Charges collected during the related
                    Collection Period; and

                         (xxix) the amounts, if any, actually distributed with
                    respect to the Class Z-I Certificates, Class Z-II
                    Certificates, Class R-I Certificates or Class R-II
                    Certificates on such Distribution Date.

                  In the case of information to be furnished pursuant to clauses
(i) through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (x) through (xiii), and (xxiv)
above, insofar as the underlying information is solely within the control of the
Special Servicer, the Trustee and the Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer.

                  The Trustee may rely on and shall not be responsible absent
manifest error for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

                  The Trustee shall make available or shall cause to be
delivered on each Distribution Date either electronically via its Internet
Website or by first class mail to each Certificateholder, the Depositor, the
Underwriters, each Rating Agency, the Special Servicer and any other Person
designated in writing by the Depositor (by hard copy, on diskette or via such
other electronic medium as is mutually acceptable to the Trustee and the
recipient) a copy of the


                                      147
<PAGE>

following nine reports or in the case of reports to Persons designated in
writing by the Depositor, any of the following nine reports delivered to it by
the Master Servicer pursuant to Section 3.12(c): (i) the Delinquent Loan Status
Report, (ii) the Historical Liquidation Report, (iii) the Historical Loan
Modification Report, (iv) the REO Status Report, (v) the Watch List, (vi) a
Comparative Financial Status Report, (vii) an Operating Statement Analysis,
(viii) an NOI Adjustment Worksheet and (ix) an Interim Delinquent Loan Status
Report. The Trustee shall make available or shall cause to be delivered on each
Distribution Date either electronically via its Internet Website or by first
class mail to each Certificateholder, each Certificate Owner, the Mortgage Loan
Sellers, the Underwriters, the Depositor, each Rating Agency and each other
Person that received a Distribution Date Statement on such Distribution Date a
copy in an electronic medium of the CMSA Loan Periodic Update File, the CMSA
Property File, the CMSA Bond File, and the CMSA Collateral Summary File
containing information regarding each Mortgaged Property most recently received
from the Master Servicer. Absent manifest error, none of the Master Servicer or
the Special Servicer shall be responsible for the accuracy or completeness of
any information supplied to it by a borrower or third party that is included in
any reports, statements, materials or information prepared or provided by the
Master Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section. Neither the
Trustee, the Master Servicer nor the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Mortgagor or third party.

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall, upon request, send to each Person who at any
time during the calendar year was a Certificateholder of record, a report
summarizing on an annual basis (if appropriate) the items provided to
Certificateholders pursuant to clauses (i), (ii), (iii) and (iv) of the
description of "Distribution Date Statement" above and such other information as
may be required to enable such Certificateholders to prepare their federal
income tax returns. Such information shall include the amount of original issue
discount accrued on each Class of Certificates and information regarding the
expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to
the extent such information is provided pursuant to applicable requirements of
the Code from time to time in force.

                  If any Certificate Owner does not receive through the
Depository or any of its Depository Participants any of the statements, reports
and/or other written information described above in this Section 4.02(a) that it
would otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book Entry
Certificates, then the Trustee shall mail or cause the mailing of, or provide
electronically or cause the provision electronically of, such statements,
reports and/or other written information to such Certificate Owner upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.



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                  The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Special Servicer or
Master Servicer, as applicable, and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

                  (b) Not later than 12:30 p.m. New York City time on the
second Business Day preceding each Distribution Date the Master Servicer shall
furnish to the Trustee, the Depositor, the Special Servicer and the
Underwriters, by electronic transmission (in the case of the Trustee) or by
posting on its Internet Website (or in such other form to which the Trustee or
the Depositor, as the case may be, and the Master Servicer may agree), an
accurate and complete CMSA Loan Periodic Update File providing the required
information for the Mortgage Loans as of such Determination Date. The Depositor
shall provide the information necessary for the CMSA Loan Setup File on the
Closing Date. Not later than 2:00 p.m. New York City time on the second Business
Day preceding each Distribution Date, the Master Servicer shall deliver to the
Trustee notice of the Discount Rate applicable to each Principal Prepayment
received in the related Collection Period.

                  In the performance of its obligations set forth in Section
4.05 and its other duties hereunder, the Trustee may conclusively rely on
reports provided to it by the Master Servicer, and the Trustee shall not be
responsible to recompute, recalculate or verify the information provided to it
by the Master Servicer. In the case of information to be furnished by the Master
Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such
information is solely within the control of the Special Servicer, the Master
Servicer shall have no obligation to provide such information until it has
received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent manifest error, conclusively rely on the reports
to be provided by the Special Servicer.

                  SECTION 4.03 P&I Advances.

                  (a) On or before 2:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall (i) apply amounts in the Certificate
Account received after the end of the related Collection Period or otherwise
held for future distribution to Certificateholders in subsequent months in
discharge of its obligation to make P&I Advances or (ii) subject to Section
4.03(c) below, remit from its own funds to the Trustee for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date. The Master Servicer
may also make P&I Advances in the form of any combination of clauses (i) and
(ii) above aggregating the total amount of P&I Advances to be made. Any amounts
held in the Certificate Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Certificate Account on or
before the next succeeding Determination Date (to the extent not previously
replaced through the deposit of Late Collections


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of the delinquent principal and interest in respect of which such P&I Advances
were made). If, as of 3:00 p.m., New York City time, on any P&I Advance Date,
the Master Servicer shall not have made any P&I Advance required to be made on
such date pursuant to this Section 4.03(a) (and shall not have delivered to the
Trustee the requisite Officer's Certificate and documentation related to a
determination of nonrecoverability of a P&I Advance), then the Trustee shall
provide notice of such failure to a Servicing Officer of the Master Servicer by
facsimile transmission sent to telecopy (___) ___-____ (or such alternative
number provided by the Master Servicer to the Trustee in writing) and by
telephone at telephone (___) ___-____ or (___) ___-____ (or such alternative
number provided by the Master Servicer to the Trustee in writing) as soon as
possible, but in any event before 4:00 p.m., New York City time, on such P&I
Advance Date. If the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then, subject to Section 4.03(c), (i) the Trustee shall, no later than 11:00
a.m., or the Fiscal Agent no later than 1:00 p.m., New York City time, on such
related Distribution Date make the portion of such P&I Advances that was
required to be, but was not, made by the Master Servicer on such P&I Advance
Date, and (ii) the provisions of Sections 7.01 and 7.02 shall apply.

                    (b) The aggregate amount of P&I Advances to be made by the
Master Servicer, the Trustee or the Fiscal Agent in respect of any Distribution
Date shall, subject to Section 4.03(c) below, equal the aggregate of all
Periodic Payments (other than Balloon Payments) and any Assumed Scheduled
Payments, net of related Servicing Fees, in respect of the Mortgage Loans
(including, without limitation, Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans on their respective Due Dates
during the related Collection Period, in each case to the extent such amount was
not paid by or on behalf of the related Mortgagor or otherwise collected
(including as net income from REO Properties) as of the close of business on the
related Determination Date; provided, that, (x) if the Periodic Payment on any
Mortgage Loan has been reduced in connection with a bankruptcy or similar
proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
or if the final maturity on any Mortgage Loan shall be extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, and the Periodic Payment due and owing during the
extension period is less than the related Assumed Scheduled Payment, then the
Master Servicer, the Trustee or the Fiscal Agent shall, as to such Mortgage Loan
only, advance only the amount of the Periodic Payment due and owing after taking
into account such reduction (net of related Servicing Fees) in the event of
subsequent delinquencies thereon; and (y) if it is determined that an Appraisal
Reduction Amount exists with respect to any Required Appraisal Loan, then, with
respect to the Distribution Date immediately following the date of such
determination and with respect to each subsequent Distribution Date for so long
as such Appraisal Reduction Amount exists with respect to such Required
Appraisal Loan, the Master Servicer, the Trustee or the Fiscal Agent will be
required in the event of subsequent delinquencies to advance in respect of such
Mortgage Loan only an amount equal to the sum of (A) the amount of the interest
portion of the P&I Advance that would otherwise be required without regard to
this clause (y), minus the product of (1) such Appraisal Reduction Amount and
(2) the per annum Pass-Through Rate (i.e., for any month, one-twelfth of the
Pass-Through Rate) applicable to the Class of Certificates to which such
Appraisal Reduction Amount is allocated


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pursuant to Section 4.04(d) and (B) the amount of the principal portion of the
P&I Advance that would otherwise be required without regard to this clause (y).

                    (c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officers' Certificate delivered to the Trustee, the Fiscal Agent
and the Depositor on or before the related P&I Advance Date, setting forth the
basis for such determination, together with any other information, including
Appraisals (the cost of which may be paid out of the Certificate Account
pursuant to Section 3.05(a)) (or, if no such Appraisal has been performed
pursuant to this Section 4.03(c), a copy of an Appraisal of the related
Mortgaged Property performed within the twelve months preceding such
determination), related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Properties, engineers' reports,
environmental surveys and any similar reports that the Master Servicer may have
obtained consistent with the Servicing Standard and at the expense of the Trust
Fund, that support such determination by the Master Servicer. On the fourth
Business Day before each Distribution Date, the Special Servicer shall report to
the Master Servicer the Special Servicer's determination as to whether each P&I
Advance made with respect to any previous Distribution Date or required to be
made with respect to such Distribution Date with respect to any Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable P&I Advance. The Master
Servicer shall be entitled to conclusively rely on such determination. The
Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that a P&I Advance, if made, would be a
Nonrecoverable Advance (and with respect to a P&I Advance, the Trustee and the
Fiscal Agent, as applicable, shall rely on the Master Servicer's determination
that the P&I Advance would be a Nonrecoverable Advance if the Trustee or the
Fiscal Agent determines that it does not have sufficient time to make such
determination); provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer
that such P&I Advance would be a Nonrecoverable Advance, the Trustee or the
Fiscal Agent shall make such Advance within the time periods required by Section
4.03(a) unless the Trustee or the Fiscal Agent, as the case may be, in good
faith, makes a determination prior to the times specified in Section 4.03(a)
that such P&I Advance would be a Nonrecoverable Advance. The Trustee in
determining whether or not a P&I Advance previously made is, or a proposed P&I
Advance, if made, would be, a Nonrecoverable Advance shall be subject to the
standards applicable to the Master Servicer hereunder.

                    (d) In connection with the recovery by the Master Servicer,
the Trustee or the Fiscal Agent of any P&I Advance out of the Certificate
Account pursuant to Section 3.05(a), subject to the next sentence, the Master
Servicer shall be entitled to pay itself, the Trustee or the Fiscal Agent, as
the case may be, out of any amounts then on deposit in the Certificate Account,
interest at the Reimbursement Rate in effect from time to time, compounded
annually, accrued on the amount of such P&I Advance (to the extent made with its
own funds) from the date made to but not including the date of reimbursement
such interest to be payable first out of late payment charges and Penalty
Interest received on the related Mortgage Loan or REO Property during the
Collection Period in which such reimbursement is made and then from general
collections on the Mortgage Loans then on deposit in the Certificate Account;
provided,


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however, that no interest shall accrue on any P&I Advance made with respect to a
Mortgage Loan if the related Periodic Payment is received on or prior to the due
date of such Mortgage Loan or prior to the expiration of any applicable grace
period. To the extent the Master Servicer receives late payment charges or
Penalty Interest on a Mortgage Loan for which interest on Advances related to
such Mortgage Loan has been paid from general collections on deposit in the
Certificate Account during the preceding 12-month period and not previously
reimbursed, the Master Servicer shall deposit in the Certificate Account, on or
prior to the P&I Advance Date following the collection of such late payment
charges or Penalty Interest, an amount equal to the lesser of (i) the amount of
late payment charges or Penalty Interest received on such Mortgage Loan or (ii)
the amount of interest paid to the Master Servicer on the related P&I Advance
for such Mortgage Loan during such 12-month period for which the Trust Fund has
not been previously reimbursed. The Master Servicer shall reimburse itself, the
Trustee or the Fiscal Agent, as applicable, for any outstanding P&I Advance made
thereby as soon as practicable after funds available for such purpose have been
received by the Master Servicer, and in no event shall interest accrue in
accordance with this Section 4.03(d) on any P&I Advance as to which the
corresponding Late Collection, or as to which any Periodic Payment in respect of
any Mortgage Loan, the Due Date of which is on the tenth day of a calendar
month, was received by the Master Servicer on or prior to the related P&I
Advance Date.

                    SECTION 4.04 Allocation of Realized Losses and Additional
Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation of
Appraisal Reduction Amounts.

                    (a) On each Distribution Date, following all distributions
to be made on such date pursuant to Section 4.01, the Trustee shall allocate to
the respective Classes of Sequential Pay Certificates as follows the aggregate
of all Realized Losses and Additional Trust Fund Expenses that were incurred at
any time following the Cut-off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that (i)
the aggregate Certificate Principal Balance of the Sequential Pay Certificates
as of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, to the Class O
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero, second, to the Class N Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero, third, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero, fourth to the Class L Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class K
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class J Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class H
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class G Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class E Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class C Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class B



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Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; and fourteenth pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates and Class A-4 Certificates until the Class Principal Balances
thereof are reduced to zero. Any allocation of Realized Losses and Additional
Trust Fund Expenses to a Class of Regular Certificates shall be made by reducing
the Class Principal Balance thereof by the amount so allocated. All Realized
Losses and Additional Trust Fund Expenses, if any, allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby. All
Realized Losses and Additional Trust Fund Expenses, if any, that have not been
allocated to the Regular Certificates as of the Distribution Date on which the
aggregate Certificate Principal Balance of such Regular Certificates has been
reduced to zero, shall be deemed allocated to the Residual Certificates.

                    (b) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC I Regular Interests pursuant to
Section 4.01(h), the REMIC I Principal Balance of Corresponding REMIC I Regular
Interests (after taking account of such deemed distributions) shall be reduced
as a result of Realized Losses and Additional Trust Fund Expenses to equal the
Class Principal Balance of the Class of Corresponding Certificates that will be
outstanding immediately following such Distribution Date; provided, that with
respect to the application of reductions of the aggregate REMIC I Principal
Balances of REMIC I Regular Interests LA-1-1 and LA-1-2 to the Class Principal
Balance of the Class A-1 Certificates that will be outstanding immediately
following such Distribution Date, each such reduction shall be allocated pro
rata between such REMIC I Regular Interests based on their respective REMIC I
Principal Balances; provided further, that with respect to the application of
reductions of the aggregate REMIC I Principal Balances of REMIC I Regular
Interests LA-2-1, LA-2-2 and LA-2-3 to the Class Principal Balance of the Class
A-2 Certificates that will be outstanding immediately following such
Distribution Date, each such reduction shall be allocated pro rata among such
REMIC I Regular Interests based upon their respective REMIC I Principal
Balances; provided further, that with respect to the application of reductions
of the aggregate REMIC I Principal Balances of REMIC I Regular Interests LA-3-1,
LA-3-2 and LA-3-3 to the Class Principal Balance of the Class A-3 Certificates
that will be outstanding immediately following such Distribution Date, each such
reduction shall be allocated pro rata among such REMIC I Regular Interests based
upon their respective REMIC I Principal Balances; provided further, that with
respect to the application of reductions of the aggregate REMIC I Principal
Balances of REMIC I Regular Interests LA-4-1, LA-4-2 and LA-4-3 to the Class
Principal Balance of the Class A-4 Certificates that will be outstanding
immediately following such Distribution Date, each such reduction shall be
allocated pro rata among such REMIC I Regular Interests based upon their
respective REMIC I Principal Balances; provided further, that with respect to
the application of reductions of the aggregate REMIC I Principal Balances of
REMIC I Regular Interests LF-1 and LF-2 to the Class Principal Balance of the
Class F Certificates that will be outstanding immediately following such
Distribution Date, each such reduction shall be allocated pro rata between such
REMIC I Regular Interests based upon their respective REMIC I Principal
Balances; provided further, that with respect to the application of reductions
of the aggregate REMIC I Principal Balances of REMIC I Regular Interests LG-1
and LG-2 to the Class Principal Balance of the Class G Certificates that will be
outstanding immediately following such Distribution Date, each such reduction
shall be allocated pro rata between such REMIC I Regular Interests based upon
their respective REMIC I Principal Balances; provided

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further, that with respect to the application of reductions of the aggregate
REMIC I Principal Balances of REMIC I Regular Interests LH-1 and LH-2 to the
Class Principal Balance of the Class H Certificates that will be outstanding
immediately following such Distribution Date, each such reduction shall be
allocated pro rata between such REMIC I Regular Interests based upon their
respective REMIC I Principal Balances; provided further, that with respect to
the application of reductions of the aggregate REMIC I Principal Balances of
REMIC I Regular Interests LJ-1 and LJ-2 to the Class Principal Balance of the
Class J Certificates that will be outstanding immediately following such
Distribution Date, each such reduction shall be allocated pro rata between such
REMIC I Regular Interests based upon their respective REMIC I Principal
Balances.

                    (c) On any Distribution Date, the amount of any Mortgage
Deferred Interest will be allocated as Certificate Deferred Interest to each
outstanding Class of Sequential Pay Certificates in reverse alphabetical order
(except with respect to the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, which amounts shall be applied pro rata (based on remaining Class
Principal Balances) to such Certificates), in each case up to the respective
Accrued Certificate Interest for each such Class of Certificates for such
Distribution Date. On each such Distribution Date, the Certificate Principal
Balance of each Class of Certificates to which Certificate Deferred Interest has
been allocated will be increased by the amount of Certificate Deferred Interest
allocated to such Class. The amount of Certificate Deferred Interest allocated
to any Class of Sequential Pay Certificates will be allocated to, and will
increase the REMIC I Principal Balances of the Corresponding REMIC I Regular
Interests; provided, however, allocations to REMIC I Regular Interests LA-1-1
and LA-1-2 shall be applied pro rata based upon their respective REMIC I
Principal Balances, provided, further, that allocations to REMIC I Regular
Interests LA-2-1, LA-2-2 and LA-2-3 shall be applied pro rata based upon their
respective REMIC I Principal Balances, provided, further, that allocations to
REMIC I Regular Interests LA-3-1, LA-3-2 and LA-3-3 shall be applied pro rata
based upon their respective REMIC I Principal Balances, provided, further, that
allocations to REMIC I Regular Interests LA-4-1, LA-4-2 and LA-4-3 shall be
applied pro rata based upon their respective REMIC I Principal Balances,
provided, further, that allocations to REMIC I Regular Interests LF-1 and LF-2
shall be applied pro rata based upon their respective REMIC I Principal
Balances, provided, further, that allocations to REMIC I Regular Interests LG-1
and LG-2 shall be applied pro rata based upon their respective REMIC I Principal
Balances, provided, further, that allocations to REMIC I Regular Interests LH-1
and LH-2 shall be applied pro rata based upon their respective REMIC I Principal
Balances, and provided, further, that allocations to REMIC I Regular Interests
LJ-1 and LJ-2 shall be applied pro rata based upon their respective REMIC I
Principal Balances, in each case up to the Pass-Through Rate of the
Corresponding Certificates.

                    (d) Any Appraisal Reduction Amounts will be allocated only
for purposes of determining the amount of P&I Advances with respect to the
related Mortgage Loan, as follows: to the Class Principal Balance of the Class
O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates, in that order, up to the amount of
their respective Class Principal Balances. On any Distribution Date, an
Appraisal Reduction Amount that otherwise would be allocated to a Class of
Certificates will be allocated to the next most subordinate Class to the extent
that the Class Principal Balance on such Distribution Date for such Class of
Certificates (prior to taking the Appraisal Reduction Amount into account) is
less than the Appraisal Reduction Amount for the Distribution Date. The Master



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Servicer shall report to the Trustee on or before each Determination Date all
Appraisal Reduction Amounts and the Trustee shall report to the Master Servicer
no later than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates
necessary to calculate the allocation required by this Section 4.04(d).

                  SECTION 4.05 Calculations.

                  The Trustee shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Trustee shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Trustee shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Trustee of such amounts
shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.

                  SECTION 4.06 Use of Agents.

                  The Master Servicer, the Trustee or the Fiscal Agent may at
its own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Trustee or the
Fiscal Agent from any of such obligations or liabilities, and the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility)

                                   ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01 The Certificates.

                    (a) The Certificates will be substantially in the respective
forms attached hereto as Exhibit A; provided that any of the Certificates may be
issued with appropriate insertions, omissions, substitutions and variations, and
may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to
conform to general usage. The Certificates will be issuable in registered form
only; provided, however, that in accordance with Section 5.03 beneficial
ownership interests in the Regular Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Principal Balances or initial Certificate Notional Amounts, as the
case may be,


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as of the Closing Date of not less than $25,000 in the case of the Registered
Certificates and not less than $100,000 in the case of Non-Registered
Certificates (other than the Residual Certificates and the Class Z-I and Class
Z-II Certificates), and in each such case in integral multiples of $1 in excess
thereof. The Residual Certificates, Class Z-I Certificates and Class Z-II
Certificates shall have no minimum denomination and shall each be represented by
a single definitive certificate.

                    (b) The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by the Certificate Registrar
hereunder by an authorized signatory. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the authorized officers
of the Certificate Registrar shall be entitled to all benefits under this
Agreement, subject to the following sentence, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, however, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Authenticating Agent by manual signature,
and such certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.

                    SECTION 5.02 Registration of Transfer and Exchange of
Certificates.

                    (a) At all times during the term of this Agreement, there
shall be maintained at the office of the Certificate Registrar a Certificate
Register in which, subject to such reasonable regulations as the Certificate
Registrar may prescribe, the Certificate Registrar (located as of the Closing
Date at [address], shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
hereby initially appointed (and hereby agrees to act in accordance with the
terms hereof) as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Trustee, the Special Servicer and the Master Servicer, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register. Upon written request of any Certificateholder made for
purposes of communicating with other Certificateholders with respect to their
rights under this Agreement, the Certificate Registrar shall promptly furnish
such Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

                    (b) No transfer of any Non-Registered Certificate shall be
made unless that transfer is made pursuant to an effective registration
statement under the Securities Act, and


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effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or
the initial transfer thereof by the Depositor, the Underwriters or their
respective Affiliates), then the Certificate Registrar shall refuse to register
such transfer unless it receives (and upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit G-1 hereto, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 hereto or as Exhibit G-3 hereto; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and upon
acquisition of such a Certificate shall be deemed to have agreed to, indemnify
the Trustee, the Certificate Registrar and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

                  In connection with transfer of the Non-Registered
Certificates, the Depositor shall furnish upon request of a Certificateholder or
Certificate Owner to such Holder or Certificate Owner and any prospective
purchaser designated by such Certificateholder or Certificate Owner the
information required to be delivered under paragraph (d)(4) of Rule 144A of the
Securities Act.

                  Notwithstanding the foregoing, for so long as any
Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective
transferor of such Certificate shall be deemed to have represented to the
Trustee, the Depositor and the transferee of such Certificate the information
set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective
transferee of such Certificate shall be deemed to have represented to the
Trustee, the Depositor and the transferor of such Certificate the information
set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer.

                  (c) No transfer of a Certificate or any interest therein
shall be made to any "employee benefit plan" subject to Title I of ERISA, any
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to applicable federal,
state or local law ("Similar Law") materially similar to the foregoing
provisions of ERISA or the Code, or any entity deemed to hold plan assets of the
foregoing by reason of such a plan's investment in such entity (each, a "Plan")
unless (A) in the case of a Certificate other than a Residual Certificate, a
Class Z-I Certificate or a Class Z-II Certificate, the transferee is an
insurance company general account and (1) it is eligible for, and satisfies all
the requirements of, exemptive relief under Sections I and III of Department of
Labor Prohibited


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Transaction Class Exemption 95-60 ("PTCE 95-60"), including the requirement that
there is no "plan" (as defined in PTCE 95-60) with respect to which the amount
of such general account's reserves and liabilities for contracts held by or on
behalf of such plan and all other plans maintained by the same employer (or any
"affiliate" thereof as defined in PTCE 95-60) or by the same employee
organization exceeds __% of the total of all reserves and liabilities of such
general account (as determined under PTCE 95-60), and will continue to satisfy
such requirements thereafter, (2) each Plan invested in such general account
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and (3) it will obtain from each of its transferees
that is an insurance company general account a written representation that such
transferee satisfies the requirements described in the preceding clauses (1) and
(2) and a written agreement of the type described in this clause (3), or (B) in
the case of a Certificate other than an ERISA Restricted Certificate, a Residual
Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee
(1) qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D under the Securities Act and (2) satisfies all the requirements of
the Exemptions as in effect at the time of such transfer. Each Person who
acquires a Certificate in Definitive Certificate form shall be required to
certify in writing in the form attached as Exhibit H hereto that it meets the
foregoing conditions and that it will not transfer such Certificate in violation
of the foregoing, and each Person who acquires a Certificate in Book-Entry
Certificate form shall be deemed to have represented that the foregoing
conditions are satisfied and that it will not transfer such Certificate in
violation of the foregoing.

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

                         (1) Each Person holding or acquiring any Ownership
                    Interest in a Residual Certificate shall be a Permitted
                    Transferee and shall promptly notify the Master Servicer,
                    the Trustee and the Certificate Registrar of any change or
                    impending change in its status as a Permitted Transferee.

                         (2) In connection with any proposed Transfer of any
                    Ownership Interest in a Residual Certificate, the
                    Certificate Registrar shall require delivery to it, and
                    shall not register the Transfer of any Residual Certificate
                    until its receipt of an affidavit and agreement
                    substantially in the form attached hereto as Exhibit I (a
                    "Transfer Affidavit and Agreement"), from the proposed
                    Transferee, in form and substance satisfactory to the
                    Certificate Registrar, and upon which the Certificate
                    Registrar may, in the absence of actual knowledge by a
                    Responsible Officer of either the Trustee or the Certificate
                    Registrar to the contrary, conclusively rely, representing
                    and warranting, among other things, that such Transferee is
                    a Permitted Transferee, that it is not acquiring its
                    Ownership Interest in the Residual Certificate that is the
                    subject of the



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                    proposed Transfer as a nominee, trustee or agent for any
                    Person that is not a Permitted Transferee, that for so long
                    as it retains its Ownership Interest in a Residual
                    Certificate, it will endeavor to remain a Permitted
                    Transferee, that it has historically paid its debts as they
                    have come due, intends to pay its debts as they come due in
                    the future and intends to pay all taxes associated with the
                    Residual Certificate as they come due and that it has
                    reviewed the provisions of this Section 5.02(d) and agrees
                    to be bound by them.

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

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

                         (5) Each Person holding or acquiring an Ownership
                    Interest in a Residual Certificate, by purchasing an
                    Ownership Interest in such Certificate, agrees to give the
                    Master Servicer and the Trustee written notice that it is a
                    "pass-through interest holder" within the meaning of
                    temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
                    immediately upon acquiring an Ownership Interest in a
                    Residual Certificate, if it is, or is holding an Ownership
                    Interest in a Residual Certificate on behalf of, a
                    "pass-through interest holder".

                    (ii) (A) If any purported Transferee shall become a Holder
               of a Residual Certificate in violation of the provisions of this
               Section 5.02(d), then the last preceding Holder of such Residual
               Certificate that was in compliance with the provisions of this
               Section 5.02(d) shall be restored, to the extent permitted by
               law, to all rights as Holder thereof retroactive to the date of
               registration of such Transfer of such Residual Certificate. None
               of the Trustee, the Master Servicer or the Certificate Registrar
               shall be under any liability to any Person for any registration
               of Transfer of a Residual Certificate that is in fact not
               permitted by this Section 5.02(d) or for making any payments due
               on such Certificate to the Holder thereof or for taking any other
               action with respect to such Holder under the provisions of this
               Agreement.



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                    (B) If any purported Transferee shall become a Holder of a
               Residual Certificate in violation of the restrictions in this
               Section 5.02(d), then, to the extent that the retroactive
               restoration of the rights of the preceding Holder of such
               Residual Certificate as described in clause (ii)(A) above shall
               be invalid, illegal or unenforceable, the Certificate Registrar
               shall have the right, without notice to the Holder or any prior
               Holder of such Residual Certificate, to cause the transfer of
               such Residual Certificate to a Permitted Transferee on such terms
               as the Certificate Registrar may choose. Such purported
               Transferee shall promptly endorse and deliver such Residual
               Certificate in accordance with the instructions of the
               Certificate Registrar. Such Permitted Transferee may be the
               Certificate Registrar itself or any Affiliate of the Certificate
               Registrar. Any proceeds of such sale, net of the commissions
               (which may include commissions payable to the Certificate
               Registrar or its Affiliates), expenses and taxes due, if any,
               will be remitted by the Trustee to such purported Transferee. The
               terms and conditions of any sale under this clause (ii)(B) shall
               be determined in the sole discretion of the Certificate
               Registrar, and the Certificate Registrar shall not be liable to
               any Person having an Ownership Interest in a Residual Certificate
               as a result of its exercise of such discretion.

                    (iii) The Certificate Registrar shall make available to the
               Internal Revenue Service and to those Persons specified by the
               REMIC Provisions any information available to it which is
               necessary to compute any tax imposed as a result of the Transfer
               of an Ownership Interest in a Residual Certificate to any Person
               who is a Disqualified Organization or agent thereof, including
               the information described in Treasury Regulations Sections
               1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
               inclusions" of such Residual Certificate, and the Master Servicer
               and the Special Servicer shall furnish to the Certificate
               Registrar all information in its possession necessary for the
               Certificate Registrar to discharge such obligation. The
               transferor of such Ownership Interest shall be responsible for
               the reasonable compensation of the Certificate Registrar, the
               Master Servicer and the Special Servicer for providing such
               information.

                    (iv) The provisions of this Section 5.02(d) set forth prior
               to this clause (iv) may be modified, added to or eliminated,
               provided that there shall have been delivered to the Certificate
               Registrar and the Master Servicer the following:

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

                    (2) an Opinion of Counsel, in form and substance
               satisfactory to the Certificate Registrar and the Master
               Servicer, obtained at the expense of the party seeking such
               modification of, addition to or elimination of such provisions
               (but in no event at the expense of the Trust Fund), to the effect
               that doing so will not cause either REMIC I or REMIC II to (x)
               cease to qualify as a REMIC or (y) be subject to an entity-level
               tax caused by the Transfer of any Residual Certificate to


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               a Person which is not a Permitted Transferee, or cause a Person
               other than the prospective Transferee to be subject to a
               REMIC-related tax caused by the Transfer of a Residual
               Certificate to a Person that is not a Permitted Transferee.

                    (e) Subject to the preceding provisions of this Section
5.02, upon surrender for registration of transfer of any Certificate at the
offices of the Certificate Registrar maintained for such purpose, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.

                    (f) At the option of any Holder, its Certificates may be
exchanged for other Certificates of authorized denominations of the same Class
of a like aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

                    (g) Every Certificate presented or surrendered for transfer
or exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

                    (h) No service charge shall be imposed for any transfer or
exchange of Certificates, 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.

                    (i) All Certificates surrendered for transfer and exchange
shall be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its
standard procedures.

                    (j) Upon request, the Certificate Registrar shall provide to
the Master Servicer, the Special Servicer and the Depositor notice of each
transfer of a Certificate and shall provide to each such Person with an updated
copy of the Certificate Register.

                    SECTION 5.03 Book-Entry Certificates.

                    (a) Each Class of Regular Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c) below, transfer of such
Certificates may not be registered by the Certificate Registrar unless such
transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. Such
Certificate Owners shall hold and transfer their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided in Section 5.03(c) below, shall not be entitled to
definitive, fully registered Certificates ("Definitive Certificates") in respect
of such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures


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established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.

                    (b) The Trustee, the Master Servicer, the Special Servicer,
the Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

                    (c) If (i)(A) the Depositor advises the Trustee and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

                    (d) Notwithstanding any other provisions contained herein,
neither the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinated Certificate) which interests are transferable through the
book-entry facilities of the Depository.

                    SECTION 5.04 Mutilated, Destroyed, Lost or Stolen
Certificates.

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                  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee and the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION 5.05 Persons Deemed Owners.

                  Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                        CONTROLLING CLASS REPRESENTATIVE

                  SECTION 6.01 Liability of Depositor, Master Servicer and
Special Servicer.

                  The Depositor, the Master Servicer and the Special Servicer
shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.

                  SECTION 6.02 Merger, Consolidation or Conversion of
Depositor or Master Servicer or Special Servicer.

                  Subject to the following paragraph, the Depositor and the
Special Servicer shall each keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement,


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the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement, and the Master Servicer shall keep in full effect
its existence and rights as a national banking association under the laws of the
United States.

                  The Depositor, the Master Servicer or the Special Servicer may
be merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

                  SECTION 6.03 Limitation on Liability of Depositor, Master
Servicer and Special Servicer.

                  None of the Depositor, the Master Servicer or the Special
Servicer shall be under any liability to the Trust Fund, the Trustee or the
Certificateholders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or the Special
Servicer against any liability to the Trust Fund, the Trustee or the
Certificateholders for the breach of a representation, warranty or covenant made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder. The Depositor, the Master Servicer, the Special Servicer and any
director, officer, employee or agent of the Depositor, the Master Servicer or
the Special Servicer may rely in good faith on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer, the Special
Servicer and any director, member, manager, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer shall be indemnified and
held harmless by the Trust Fund against any loss, liability or reasonable
expense incurred in connection with this Agreement or the Certificates
(including, without limitation, the distribution or posting of reports or other
information as contemplated by this Agreement), other than any loss, liability
or expense: (i) specifically required to be borne by such party without right of
reimbursement pursuant to the terms hereof (including without limitation, those
expenses set forth in Section 3.11(b) and the last sentence of the definition of
Servicing Advances); (ii) incurred in connection with any breach of a
representation, warranty or covenant made herein; or (iii) incurred by reason of
willful misfeasance, bad faith or negligence in the performance of obligations
or duties hereunder. None of the Depositor, the Master Servicer or the Special
Servicer shall be under any


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obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, unless it is
specifically required hereunder to bear the costs of such legal action, in its
opinion does not involve it in any ultimate expense or liability; provided,
however, that the Depositor, the Master Servicer or the Special Servicer may in
its discretion undertake any such action which it may deem necessary or
desirable with respect to the enforcement and/or protection of the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Certificate Account as
provided in Section 3.05(a). In no event shall the Master Servicer or the
Special Servicer be liable or responsible for any action taken or omitted to be
taken by the other of them or by the Depositor, the Trustee or any
Certificateholder, subject to the provisions of Section 8.05(b).

                  SECTION 6.04 Resignation of Master Servicer and the Special
Servicer.

                  The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

                  Consistent with the foregoing, neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other
Person, or, except as provided in Sections 3.22 and 4.06, delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee or the
Special Servicing Fee, as the case may be, that accrues pursuant hereto from and
after the date of such transfer shall be payable to such successor.

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                  SECTION 6.05 Rights of Depositor and Trustee in Respect of
Master Servicer and the Special Servicer.

                  The Master Servicer and the Special Servicer shall each afford
the Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee and, further provided, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

                  SECTION 6.06 Depositor, Master Servicer and Special Servicer
to Cooperate with Trustee.

                  The Depositor, the Master Servicer and the Special Servicer
shall each furnish such reports, certifications and information as are
reasonably requested by the Trustee in order to enable it to perform its duties
hereunder.

                  SECTION 6.07 Depositor, Special Servicer and Trustee to
Cooperate with Master Servicer.

                  The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

                  SECTION 6.08 Depositor, Master Servicer and Trustee to
Cooperate with Special Servicer.

                  The Depositor, the Master Servicer, and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

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                  SECTION 6.09 Designation of Special Servicer by the
Controlling Class.

                  The Holder or Holders (or, in the case of Book-Entry
Certificates, the Certificate Owner or Certificate Owners) of the Certificates
evidencing a majority of the Voting Rights allocated to the Controlling Class
may at any time and from time to time designate a Person meeting the
requirements set forth in Section 6.04 (including, without limitation, Rating
Agency confirmation) to serve as Special Servicer hereunder and to replace any
existing Special Servicer or any Special Servicer that has resigned or otherwise
ceased to serve as Special Servicer; provided that such Holder or Holders (or
such Certificate Owner or Certificate Owners, as the case may be) shall pay all
costs related to the transfer of servicing if the Special Servicer is replaced
other than due to an Event of Default. Such Holder or Holders (or such
Certificate Owner or Certificate Owners, as the case may be) may also select a
Controlling Class Representative that may advise and direct the Special Servicer
and whose approval is required for certain actions, as described herein. Such
Holder or Holders (or such Certificate Owner or Certificate Owners, as the case
may be) shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Master Servicer and the existing Special
Servicer of a written notice stating such designation. The Trustee shall,
promptly after receiving any such notice, deliver to the Rating Agencies an
executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1.
If such Holder or Holders (or such Certificate Owner or Certificate Owners, as
the case may be) have not replaced the Special Servicer within 30 days of such
Special Servicer's resignation or the date such Special Servicer has ceased to
serve in such capacity, the Trustee shall designate a successor Special Servicer
meeting the requirements set forth in Section 6.04. Any designated Person shall
become the Special Servicer, subject to satisfaction of the other conditions set
forth below, on the date that the Trustee shall have received written
confirmation from all of the Rating Agencies that the appointment of such Person
will not result in the qualification, downgrading or withdrawal of the rating or
ratings assigned to one or more Classes of the Certificates. The appointment of
such designated Person as Special Servicer shall also be subject to receipt by
the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form
attached hereto as Exhibit J-2, executed by the designated Person, and (2) an
Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that the designation of such Person to serve as
Special Servicer is in compliance with this Section 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer the designated Person shall be
bound by the terms of this Agreement and that this Agreement shall be
enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that the resigning Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, and it shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the Certificate Account or the REO
Account or delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties.

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                  SECTION 6.10 Master Servicer or Special Servicer as Owner of
a Certificate.

                  The Master Servicer or an Affiliate of the Master Servicer or
the Special Servicer or an Affiliate of the Special Servicer may become the
Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with
respect to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than __% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates) shall have failed to object in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within thirty (30)
days, such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

                  SECTION 6.11 The Controlling Class Representative.

                  The Controlling Class Representative will be entitled to
advise the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid an Adverse REMIC Event and except as set forth
in, and in any event subject to, the second paragraph of this Section 6.11, the
Special Servicer will not be permitted to take any of the following actions as
to which the Controlling Class Representative has objected in writing within ten
Business Days of being notified thereof, which notification with respect to the
action described in clauses (vi) and (viii) below shall be copied by the Special
Servicer to the Master Servicer (provided that if such



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written objection has not been received by the Special Servicer within such ten
Business Day period, then the Controlling Class Representative's approval will
be deemed to have been given):

                         (i) any foreclosure upon or comparable conversion
                    (which may include acquisitions of an REO Property) of the
                    ownership of properties securing such of the Specially
                    Serviced Mortgage Loans as come into and continue in
                    default;

                         (ii) any modification of a Money Term of a Mortgage
                    Loan other than a modification consisting of the extension
                    of the maturity date of a Mortgage Loan for one year or
                    less;

                         (iii) any proposed sale of an REO Property (other than
                    in connection with the termination of the Trust Fund or
                    pursuant to Section 3.18) for less than the outstanding
                    principal balance of the related REO Loan, plus accrued
                    interest (exclusive of Penalty Interest and Additional
                    Interest);

                         (iv) any determination to bring an REO Property into
                    compliance with applicable environmental laws or to
                    otherwise address Hazardous Materials located at an REO
                    Property;

                         (v) any acceptance of substitute or additional
                    collateral for a Mortgage Loan unless required by the
                    underlying loan documents;

                         (vi) any waiver of a "due-on-sale" clause or
                    "due-on-encumbrance" clause (other than assumptions);

                         (vii) any acceptance of an assumption agreement
                    releasing a borrower from liability under a Mortgage Loan;

                         (viii) any determination that an insurance-related
                    default is an Acceptable Insurance Default or that
                    earthquake or terrorism insurance is not available at
                    commercially reasonable rates; and

                         (ix) any waiver of insurance required under the related
                    Mortgage Loan.

                  In addition, the Controlling Class Representative may direct
the Special Servicer to take, or to refrain from taking, such other actions as
the Controlling Class Representative may deem advisable or as to which provision
is otherwise made herein; provided that notwithstanding anything herein to the
contrary no such direction, and no objection contemplated by the preceding
paragraph, may require or cause the Special Servicer to violate any applicable
law, the terms of any Mortgage Loan, any provision of this Agreement or the
REMIC Provisions (and the Special Servicer shall disregard any such direction or
objection), including without limitation the Special Servicer's obligation to
act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Trust Fund, the Trustee or the Fiscal Agent to
liability, or materially expand the scope of the Special Servicer or the Special
Servicer's responsibilities hereunder or cause the Special Servicer to act, or
fail to act, in a manner which in the reasonable judgment of the Special
Servicer is not in the best interests of the Certificateholders.

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<PAGE>

                  The Controlling Class Representative will have no liability to
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Controlling Class Representative may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Controlling Class Representative may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Controlling Class Representative may act solely in the
interests of the Holders of the Controlling Class, that the Controlling Class
Representative does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class, that the Controlling Class
Representative shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misfeasance, by reason of its
having acted solely in the interests of the Holders of the Controlling Class,
and that the Controlling Class Representative shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Controlling Class Representative or any director, officer, employee,
agent or principal thereof for having so acted.

                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01 Events of Default.

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

                         (i) any failure by the Master Servicer to deposit into
                    the Certificate Account, or to deposit into, or remit to the
                    Trustee for deposit into, the Distribution Account, any
                    amount (other than a P&I Advance) required to be so
                    deposited or remitted by it under this Agreement, which
                    failure, in the case of deposits and remittances to the
                    Distribution Account, continues unremedied until 10:00 a.m.,
                    New York City time on the related Distribution Date,
                    provided further, however, that to the extent the Master
                    Servicer does not timely make such remittances, the Master
                    Servicer shall pay the Trustee for the account of the
                    Trustee interest on any amount not timely remitted at the
                    Prime Rate from and including the applicable required
                    remittance date to but not including the date such
                    remittance is actually made; or

                         (ii) any failure by the Special Servicer to deposit
                    into the REO Account or to deposit into, or to remit to the
                    Master Servicer for deposit into, the Certificate Account,
                    any amount required to be so deposited or remitted under
                    this Agreement provided, however, that the failure to
                    deposit or remit such amount shall not be an Event of
                    Default if such failure is remedied within one Business Day
                    and in any event on or prior to the related Distribution
                    Date; or

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                         (iii) any failure by the Master Servicer to timely make
                    any Servicing Advance required to be made by it hereunder,
                    which Servicing Advance remains unmade for a period of five
                    Business Days following the date on which notice shall have
                    been given to the Master Servicer, as the case may be, by
                    the Trustee as provided in Section 3.03(c); or

                         (iv) any failure on the part of the Master Servicer or
                    the Special Servicer duly to observe or perform in any
                    material respect any other of the covenants or agreements on
                    the part of the Master Servicer or the Special Servicer, as
                    the case may be, contained in this Agreement which continues
                    unremedied for a period of 30 days after the date on which
                    written notice of such failure, requiring the same to be
                    remedied, shall have been given to the Master Servicer or
                    the Special Servicer, as the case may be, by any other party
                    hereto or the Master Servicer or the Special Servicer, as
                    the case may be (with a copy to each other party hereto), by
                    the Holders of Certificates entitled to at least __% of the
                    Voting Rights, provided, however, that with respect to any
                    such failure which is not curable within such 30-day period,
                    the Master Servicer or the Special Servicer, as the case may
                    be, shall have an additional cure period of thirty (30) days
                    to effect such cure so long as the Master Servicer or the
                    Special Servicer, as the case may be, has commenced to cure
                    such failure within the initial 30-day period and has
                    provided the Trustee with an Officer's Certificate
                    certifying that it has diligently pursued, and is continuing
                    to pursue, a full cure; or

                         (v) any breach on the part of the Master Servicer or
                    the Special Servicer of any representation or warranty
                    contained in this Agreement that materially and adversely
                    affects the interests of any Class of Certificateholders and
                    which continues unremedied for a period of 30 days after the
                    date on which notice of such breach, requiring the same to
                    be remedied, shall have been given to the Master Servicer or
                    the Special Servicer, as the case may be, by any other party
                    hereto or the Master Servicer or the Special Servicer, as
                    the case may be (with a copy to each other party hereto), by
                    the Holders of Certificates entitled to at least __% of the
                    Voting Rights, provided, however, that with respect to any
                    failure which is not curable within such 30-day period, the
                    Master Servicer or the Special Servicer, as the case may be,
                    shall have an additional cure period of thirty (30) days so
                    long as the Master Servicer or the Special Servicer, as the
                    case may be, has commenced to cure within the initial 30-day
                    period and provided the Trustee with an Officer's
                    Certificate certifying that it has diligently pursued, and
                    is continuing to pursue, a full cure; or

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

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<PAGE>

                         (vii) the Master Servicer or the Special Servicer shall
                    consent to the appointment of a conservator, receiver,
                    liquidator, trustee or similar official in any bankruptcy,
                    insolvency, readjustment of debt, marshaling of assets and
                    liabilities or similar proceedings of or relating to it or
                    of or relating to all or substantially all of its property;
                    or

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

                         (ix) the consolidated net worth of the Master Servicer
                    and of its direct or indirect parent, determined in
                    accordance with generally accepted accounting principles,
                    shall decline to less than $________; or

                         (x) the Trustee shall have received a written notice
                    from Moody's (which the Trustee shall promptly forward to
                    the Master Servicer or the Special Servicer, as applicable),
                    to the effect that if the Master Servicer or the Special
                    Servicer, as applicable, continues to act in such capacity,
                    the rating or ratings on one or more Classes of Certificates
                    will be downgraded or withdrawn if such Master Servicer or
                    the Special Servicer, as applicable, is not replaced;
                    provided, however, that the Master Servicer or the Special
                    Servicer, as applicable, shall have sixty (60) days to
                    resolve such matters to the satisfaction of Moody's (or such
                    longer time period as may be agreed in writing by Moody's)
                    prior to the replacement of the Master Servicer or the
                    Special Servicer or the downgrade of any Class of
                    Certificates; or

                         (xi) the Master Servicer or the Special Servicer, as
                    applicable, (i) is not an approved Master Servicer or
                    Special Servicer, as applicable, by S&P or (ii) is not rated
                    at least "CMS3" or "CSS3", as applicable, by Moody's; or

                         (xii) the Master Servicer shall fail to remit to the
                    Trustee for deposit into the Distribution Account, on any
                    P&I Advance Date, the full amount of P&I Advances required
                    to be made on such date, which failure continues unremedied
                    until 10:00 a.m. New York City time on the next Business Day
                    succeeding such P&I Advance Date; provided, however, that to
                    the extent the Master Servicer does not timely make such
                    remittances, the Master Servicer shall pay the Trustee for
                    the account of the Trustee interest on any amount not timely
                    remitted at the Prime Rate from and including the applicable
                    required remittance date to but not including the date such
                    remittance is actually made.

               (b) If any Event of Default shall occur with respect to the
Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the "Defaulting Party") and shall be continuing, then, and in
each and every such case, so long as such Event of Default shall not have been
remedied, the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least __% of the Voting Rights, the Trustee shall,
by notice in writing to the Defaulting Party (with a copy of such notice to each
other party hereto and the Rating


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Agencies), terminate all of the rights and obligations (but not the liabilities
for actions and omissions occurring prior thereto) of the Defaulting Party under
this Agreement and in and to the Trust Fund, other than its rights as a
Certificateholder hereunder. From and after the receipt by the Defaulting Party
of such written notice of termination, all authority and power of the Defaulting
Party under this Agreement, whether with respect to the Certificates (other than
as a holder of any Certificate) or the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee pursuant to and under this Section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee or a successor
Master Servicer or Special Servicer to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, (i) the immediate transfer to the Trustee or a
successor Master or Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Master
Servicer to the Certificate Account, the Distribution Account, a Servicing
Account or a Reserve Account (if the Master Servicer is the Defaulting Party) or
that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or (ii) the transfer within two Business Days to the Trustee or a successor
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the REO Account,
the Certificate Account, a Servicing Account or a Reserve Account or delivered
to the Master Servicer (if the Special Servicer is the Defaulting Party) or that
are thereafter received by or on behalf of it with respect to any Mortgage Loan
or REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination). Any cost or expenses in connection with
any actions to be taken by the Master Servicer, the Special Servicer or the
Trustee pursuant to this paragraph shall be borne by the Defaulting Party and if
not paid by the Defaulting Party within 90 days after the presentation of
reasonable documentation of such costs and expenses, such expense shall be
reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall
not thereby be relieved of its liability for such expenses. If and to the extent
that the Defaulting Party has not reimbursed such costs and expenses, the
Trustee shall have an affirmative obligation to take all reasonable actions to
collect such expenses on behalf of and at the expense of the Trust Fund. For
purposes of this Section 7.01 and of Section 7.03(b), the Trustee shall not be
deemed to have knowledge of an event which constitutes, or which with the
passage of time or notice, or both, would constitute an Event of Default
described in clauses (i)-(viii) of subsection (a) above unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless notice of any
event which is in fact


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<PAGE>

such an Event of Default is received by the Trustee and such notice references
the Certificates, the Trust Fund or this Agreement.

                  (c) If the Master Servicer is terminated solely due to an
Event of Default under Section 7.01(a)(xi) or (xii) and if the terminated Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within the five Business Days after such termination, then the Trustee
shall promptly thereafter (using such "request for proposal" materials provided
by the terminated Master Servicer) solicit good faith bids for the rights to
master service the Mortgage Loans under this Agreement from at least three (3)
Persons qualified to act as Master Servicer hereunder in accordance with
Sections 6.02 and 7.02 (any such Person so qualified, a "Qualified Bidder") or,
if three (3) Qualified Bidders cannot be located, then from as many Persons as
the Trustee can determine are Qualified Bidders; provided that, at the Trustee's
request, the terminated Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; and provided, further, that the
Trustee shall not be responsible if less than three (3) or no Qualified Bidders
submit bids for the right to master service the Mortgage Loans under this
Agreement. The bid proposal shall require any Successful Bidder (as defined
below), as a condition of such bid, to enter into this Agreement as successor
Master Servicer, and to agree to be bound by the terms hereof, within 45 days
after the termination of Master Servicer. The Trustee shall solicit bids (i) on
the basis of such successor Master Servicer retaining all Sub-Servicers to
continue the primary servicing of the Mortgage Loans pursuant to the terms of
the respective Sub-Servicing Agreements and to enter into a Sub-Servicing
Agreement with the terminated Master Servicer to service each of the Mortgage
Loans not subject to a Sub-Servicing Agreement at a servicing fee rate per annum
equal to the Master Servicing Fee Rate minus 2.5 basis points per Mortgage Loan
serviced (each, a "Servicing-Retained Bid") and (ii) on the basis of terminating
each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate
in accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than 45 days after
the termination of the Master Servicer.

                  Upon the assignment and acceptance of the master servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to
the terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

                  If the Successful Bidder has not entered into this Agreement
as successor Master Servicer within 45 days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
45-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this


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Section 7.01(c). The Trustee thereafter may act or may select a successor to act
as Master Servicer hereunder in accordance with Section 7.02.

                  SECTION 7.02 Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer or the Special
Servicer resigns pursuant to Section 6.04 or receives a notice of termination
pursuant to Section 7.01, the Trustee shall, unless a successor is appointed
pursuant to Section 6.04, be the successor in all respects to the Master
Servicer or the Special Servicer, as the case may be, in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall have all (and the former Master Servicer or the Special Servicer, as the
case may be, shall cease to have any) of the responsibilities, duties and
liabilities (except as provided in the next sentence) of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, without
limitation, if the Master Servicer is the resigning or terminated party, the
Master Servicer's obligation to make P&I Advances, the unmade P&I Advances that
gave rise to such Event of Default; provided, that if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances and
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above
and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee
may, if it shall be unwilling in its sole discretion to so act as either Master
Servicer or Special Servicer, as the case may be, or shall, if it is unable to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies or if the Holders of
Certificates entitled to at least __% of the Voting Rights so request in writing
to the Trustee, promptly appoint, subject to the approval of each of the Rating
Agencies (as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates) or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that meets the requirements of Section 6.02
(including, without limitation, rating agency confirmation); provided, however,
that in the case of a resigning or terminated Special Servicer, such appointment
shall be subject to the rights of the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class to designate a
successor pursuant to Section 6.09. Except with respect to an appointment
provided below, no appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the



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Trustee shall act in such capacity as hereinabove provided. Notwithstanding the
above, the Trustee shall, if the Master Servicer is the resigning or terminated
party and the Trustee is prohibited by law or regulation from making P&I
Advances, promptly appoint any established mortgage loan servicing institution
that has a net worth of not less than $__________ and is otherwise acceptable to
each Rating Agency (as evidenced by written confirmation therefrom to the effect
that the appointment of such institution would not cause the qualification,
downgrading or withdrawal of the then current rating on any Class of
Certificates), as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder (including, without limitation, the obligation to
make P&I Advances), which appointment will become effective immediately. In
connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

               SECTION 7.03 Notification to Certificateholders.

               (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

               (b) Not later than the later of (i) 60 days after the occurrence
of any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
notify the Depositor and all Certificateholders and the Rating Agencies of such
occurrence, unless such default shall have been cured.

               SECTION 7.04 Waiver of Events of Default.

               The Holders representing at least ______% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clauses (i), (ii) , (ix), (x) or (xii) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

               SECTION 7.05 Additional Remedies of Trustee Upon Event of
Default.

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               During the continuance of any Event of Default, so long as
such Event of Default shall not have been remedied, the Trustee, in addition to
the rights specified in Section 7.01, shall have the right, in its own name and
as trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND THE FISCAL AGENT

               SECTION 8.01 Duties of Trustee

               (a) The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

               (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee, in good faith, pursuant to this
Agreement.

               (c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

                    (i) Prior to the occurrence of an Event of Default, and
               after the curing of all such Events of Default which may have
               occurred, the duties and obligations of the Trustee shall be
               determined solely by the express provisions of this Agreement,
               the Trustee shall not be liable except for the performance of
               such duties and obligations as


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               are specifically set forth in this Agreement, no implied
               covenants or obligations shall be read into this Agreement
               against the Trustee and, in the absence of bad faith on the part
               of the Trustee, the Trustee may conclusively rely, as to the
               truth of the statements and the correctness of the opinions
               expressed therein, upon any certificates or opinions furnished to
               the Trustee and conforming to the requirements of this Agreement;

                    (ii) The Trustee shall not be personally liable for an error
               of judgment made in good faith by a Responsible Officer or
               Responsible Officers of the Trustee, unless it shall be proved
               that the Trustee was negligent in ascertaining the pertinent
               facts if it was required to do so;

                    (iii) The Trustee shall not be personally liable with
               respect to any action taken, suffered or omitted to be taken by
               it in good faith in accordance with the direction of Holders of
               Certificates entitled to at least __% of the Voting Rights
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Trustee or exercising
               any trust or power conferred upon the Trustee, under this
               Agreement; and

                    (iv) The protections, immunities and indemnities afforded to
               the Trustee hereunder shall also be available to it in its
               capacity as Authenticating Agent, Certificate Registrar, REMIC
               Administrator and Custodian.

               SECTION 8.02 Certain Matters Affecting Trustee.

               Except as otherwise provided in Section 8.01 and Article X:

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

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

               (c) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any investigation
of matters arising hereunder or, except as provided in Section 10.01 or 10.02,
to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the Trustee,
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it; provided, however, that nothing
contained herein shall, relieve the


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Trustee of the obligation, upon the occurrence of an Event of Default which has
not been cured, to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

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

               (e) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
__% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee, of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee, may require reasonable indemnity
against such expense or liability as a condition to taking any such action;

               (f) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee, shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder;

               (g) The Trustee shall not be responsible for any act or omission
of the Master Servicer or the Special Servicer (unless the Trustee is acting as
Master Servicer or the Special Servicer) or the Depositor; and

               (h) neither the Trustee nor the Certificate Registrar shall have
any obligation or duty to monitor, determine or inquire as to compliance with
any restriction on transfer imposed under Article V under this Agreement or
under applicable law with respect to any transfer of any Certificate or any
interest therein, other than to require delivery of the certification(s) and/or
Opinions of Counsel described in said Article applicable with respect to changes
in registration of record ownership of Certificates in the Certificate Register
and to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.



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                  SECTION 8.03 Trustee and Fiscal Agent Not Liable for Validity
or Sufficiency of Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates, other
than the statements attributed to the Trustee in Article II and Section 8.15 and
the signature of the Certificate Registrar and the Authenticating Agent set
forth on each outstanding Certificate, shall be taken as the statements of the
Depositor or the Master Servicer or the Special Servicer, as the case may be,
and neither the Trustee nor the Fiscal Agent assumes any responsibility for
their correctness. Except as set forth in Section 8.15, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or of any
Certificate (other than as to the signature of the Trustee set forth thereon) or
of any Mortgage Loan or related document. The Trustee and the Fiscal Agent shall
not be accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Master Servicer or the Special Servicer. The Trustee and the
Fiscal Agent shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

                  SECTION 8.04 Trustee and Fiscal Agent May Own Certificates.

                  The Trustee, the Fiscal Agent or any agent of the Trustee or
the Fiscal Agent, in its individual or any other capacity, may become the owner
or pledgee of Certificates with the same rights (except as otherwise provided in
the definition of "Certificateholder") it would have if it were not the Trustee
or such agent.

                  SECTION 8.05 Fees and Expenses of Trustee; Indemnification of
Trustee.

                  (a) On each Distribution Date, the Trustee shall withdraw
from the general funds on deposit in the Distribution Account as provided in
Section 3.05(b), prior to any distributions to be made therefrom on such date,
and pay to itself all earned but unpaid Trustee Fees, as compensation for all
services rendered by the Trustee in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder. The Trustee Fee (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee's sole compensation for such services to be rendered by
it.

                  (b) The Trustee and any director, officer, employee,
affiliate, agent or "control" person within the meaning of the Securities Act of
1933 of the Trustee shall be entitled to be indemnified for and held harmless by
the Trust Fund against any loss, liability or reasonable "out-of-pocket" expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein, provided, that
such expense constitutes an "unanticipated



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expense" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii);
provided, further, that neither the Trustee, nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section
8.05(b) for (1) any liability specifically required to be borne thereby pursuant
to the terms hereof, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee made herein. The provisions
of this Section 8.05(b) shall survive any resignation or removal of the Trustee
and appointment of a successor trustee.

                  SECTION 8.06 Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be an association, a
bank, a trust company or a corporation organized and doing business under the
laws of the United States of America or any State thereof or the District of
Columbia, authorized under such laws to exercise trust powers, having a combined
capital and surplus of at least $____________ and subject to supervision or
examination by a federal or state banking authority. If such association, bank,
trust company or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such association, bank, trust company or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. Subject to Section 8.18, the Trustee shall also be an
entity with a long term unsecured debt rating of at least "AA" by S&P and "Aa2"
by Moody's (determined without regard to pluses or minuses) or such other rating
that shall not result in the qualification, downgrading or withdrawal of the
rating or ratings assigned to one or more Classes of the Certificates by any
Rating Agency as confirmed in writing. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07; provided, that if the Trustee shall cease to be so eligible
because its combined capital and surplus is no longer at least $_____________ or
its long-term unsecured debt rating no longer conforms to the requirements of
the immediately preceding sentence, and if the Trustee proposes to the other
parties hereto to enter into an agreement with (and reasonably acceptable to)
each of them, and if in light of such agreement the Trustee's continuing to act
in such capacity would not (as evidenced in writing by each Rating Agency) cause
any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby
to any Class of Certificates, then upon the execution and delivery of such
agreement the Trustee shall not be required to resign, and may continue in such
capacity, for so long as none of the ratings assigned by the Rating Agencies to
the Certificates is qualified, downgraded or withdrawn thereby. The corporation
or association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer and
their respective Affiliates but, except to the extent permitted or required by
Section 7.02, shall not be an "Affiliate" (as such term is defined in Section
III of PTE 2000-58) of the Master Servicer, the Special Servicer, any
sub-servicer, the Underwriters, the Depositor, or any obligor with respect to
Mortgage Loans constituting more than __% of the aggregate authorized principal
balance of the Mortgage Loans as of the date of the initial issuances of the
Certificates or any "Affiliate" (as such term is defined in Section III of PTE
2000-58) of any such person.

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                    SECTION 8.07 Resignation and Removal of Trustee.

                    (a) The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof to the
Depositor, the Master Servicer, the Special Servicer and to all
Certificateholders at their respective addresses set forth in the Certificate
Register. Upon receiving such notice of resignation, the Master Servicer shall
promptly appoint a successor trustee meeting the requirements in Section 8.06
and acceptable to the Depositor and the Rating Agencies by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee, and
to the successor trustee. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the Certificateholders by the Master
Servicer. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                    (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee of its property shall be appointed,
or any public officer shall take charge or control of the Trustee of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee shall fail (other than by reason of the failure
of either the Master Servicer or the Special Servicer to timely perform its
obligations hereunder or as a result of other circumstances beyond the Trustee's
reasonable control), to timely deliver any report to be delivered by the Trustee
pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five days, or if the Trustee fails to make distributions required pursuant to
Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and
appoint a successor trustee, if necessary, acceptable to the Master Servicer and
the Rating Agencies (as evidenced by written confirmation therefrom to the
effect that the appointment of such institution would not cause the
qualification, downgrading or withdrawal of the then current rating on any Class
of Certificates) by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor Trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer and
the Certificateholders by the Depositor.

                    (c) The Holders of Certificates entitled to at least __% of
the Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set to the Trustee so removed and one complete set to the successor trustee so
appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the successor so
appointed. In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).



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                  (d) Any resignation or removal of the Trustee and
appointment of a successor trustee, pursuant to any of the provisions of this
Section 8.07 shall not become effective until acceptance of appointment by the
successor trustee, as provided in Section 8.08.

                  SECTION 8.08 Successor Trustee.

                  (a) Any successor trustee appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor trustee, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a third-party Custodian, which Custodian shall
become the agent of the successor trustee), and the Depositor, the Master
Servicer, the Special Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to
perform its obligations hereunder.

                  (b) No successor trustee shall accept appointment as
provided in this Section 8.08, unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of Section 8.06 and the
Rating Agencies have provided confirmation pursuant to such Section.

                  (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

                  SECTION 8.09 Merger or Consolidation of Trustee.

                  Any entity into which the Trustee may be merged or converted
or with which it may be consolidated or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such entity shall be eligible under
the provisions of Section 8.06 and the Rating Agencies have provided
confirmation pursuant to such Section, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                  SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

                  (a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing the same may at the time
be located, the Master Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust Fund, and to vest in such


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Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default in respect of the Master Servicer shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

                    (b) In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

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

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

                    (e) The appointment of a co-trustee or separate trustee
under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.

                    SECTION 8.11 Appointment of Custodians.

                    The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have


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combined capital and surplus of at least $_________, shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File and shall not
be the Depositor, any Mortgage Loan Seller or any Affiliate of the Depositor or
any Mortgage Loan Seller. Neither the Master Servicer nor the Special Servicer
shall have any duty to verify that any such Custodian is qualified to act as
such in accordance with the preceding sentence. Any such appointment of a third
party Custodian and the acceptance thereof shall be pursuant to a written
agreement, which written agreement shall (i) be consistent with this Agreement
in all material respects and requires the Custodian to comply with this
Agreement in all material respects and requires the Custodian to comply with all
of the applicable conditions of this Agreement; (ii) provide that if the Trustee
shall for any reason no longer act in the capacity of Trustee hereunder
(including, without limitation, by reason of an Event of Default), the successor
trustee or its designee may thereupon assume all of the rights and, except to
the extent such obligations arose prior to the date of assumption, obligations
of the Custodian under such agreement or alternatively, may terminate such
agreement without cause and without payment of any penalty or termination fee;
and (iii) not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible and liable for all acts and omissions
of any Custodian. The initial Custodian shall be the Trustee. Notwithstanding
anything herein to the contrary, if the Trustee is no longer the Custodian, any
provision or requirement herein requiring notice or any information or
documentation to be provided to the Custodian shall be construed to require that
such notice, information or documents also be provided to the Trustee. Any
Custodian hereunder (other than the Trustee) shall at all times maintain a
fidelity bond and errors and omissions policy in amounts customary for
custodians performing duties similar to those set forth in this Agreement.

                    SECTION 8.12 Appointment of Authenticating Agents.

                    (a) The Trustee may at the Trustee's expense appoint one or
more Authenticating Agents, which shall be authorized to act on behalf of the
Trustee in authenticating Certificates. The Trustee shall cause any such
Authenticating Agent to execute and deliver to the Trustee an instrument in
which such Authenticating Agent shall agree to act in such capacity, in
accordance with the obligations and responsibilities herein. Each Authenticating
Agent must be organized and doing business under the laws of the United States
of America or of any State, authorized under such laws to do a trust business,
have a combined capital and surplus of at least $___________, and be subject to
supervision or examination by federal or state authorities. Each Authenticating
Agent shall be subject to the same obligations, standard of care, protection and
indemnities as would be imposed on, or would protect, the Trustee hereunder. The
appointment of an Authenticating Agent shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the Authenticating Agent. If [Trustee] is removed
as Trustee, then it shall be terminated as Authenticating Agent. If the
Authenticating Agent (other than [____________]) resigns or is terminated, the
Trustee shall appoint a successor Authenticating Agent which may be the Trustee
or an Affiliate thereof. In the absence of any other Person appointed in
accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to
act in such capacity in accordance with the terms hereof. Notwithstanding
anything herein to the contrary, if the Trustee is no longer the Authenticating
Agent, any provision or requirement herein requiring notice or any



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information or documentation to be provided to the Authenticating Agent shall be
construed to require that such notice, information or documentation also be
provided to the Trustee.

                    (b) Any Person into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

                    (c) Any Authenticating Agent may at any time resign by
giving at least 30 days' advance written notice of resignation to the Trustee,
the Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

                    SECTION 8.13 Access to Certain Information.

                    The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans within its control that may be required to be
provided by this Agreement or by applicable law. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Trustee designated by it. Upon request and
with the consent of the Depositor and at the cost of the requesting Party, the
Trustee shall provide copies of such documentation to the Depositor, any
Certificateholder and to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.

                    SECTION 8.14 Appointment of REMIC Administrators.

                    (a) The Trustee may appoint at the Trustee's expense, one or
more REMIC Administrators, which shall be authorized to act on behalf of the
Trustee in performing the functions set forth in Sections 3.17, 10.01 and 10.02
herein. The Trustee shall cause any such REMIC Administrator to execute and
deliver to the Trustee an instrument in which such REMIC Administrator shall
agree to act in such capacity, with the obligations and responsibilities herein.



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The appointment of a REMIC Administrator shall not relieve the Trustee from any
of its obligations hereunder, and the Trustee shall remain responsible and
liable for all acts and omissions of the REMIC Administrator. Each REMIC
Administrator must be acceptable to the Trustee and must be organized and doing
business under the laws of the United States of America or of any State and be
subject to supervision or examination by federal or state authorities. In the
absence of any other Person appointed in accordance herewith acting as REMIC
Administrator, the Trustee hereby agrees to act in such capacity in accordance
with the terms hereof. If [Trustee] is removed as Trustee, then
[___________________] shall be terminated as REMIC Administrator.

                    (b) Any Person into which any REMIC Administrator may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC
Administrator shall be a party, or any Person succeeding to the corporate agency
business of any REMIC Administrator, shall continue to be the REMIC
Administrator without the execution or filing of any paper or any further act on
the part of the Trustee or the REMIC Administrator.

                    (c) Any REMIC Administrator may at any time resign by giving
at least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any REMIC
Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

                    SECTION 8.15 Representations, Warranties and Covenants of
Trustee.

                    The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

                    (a) The Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States.

                    (b) The execution and delivery of this Agreement by the
Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee's organizational documents or
constitute a default (or an event which, with notice or


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lapse of time, or both, would constitute a default) under, or result in a
material breach of, any material agreement or other material instrument to which
it is a party or by which it is bound.

                    (c) Except to the extent that the laws of certain
jurisdictions in which any part of the Trust Fund may be located require that a
co-trustee or separate trustee be appointed to act with respect to such property
as contemplated by Section 8.10, the Trustee has the full power and authority to
carry on its business as now being conducted and to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.

                    (d) This Agreement, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
the terms hereof (including with respect to any advancing obligations
hereunder), subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally and the rights of creditors of banks, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law.

                    (e) The Trustee is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or
decree of any court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority, which violation,
in the Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely the ability of the Trustee to perform its obligations
under this Agreement.

                    (f) No litigation is pending or, to the best of the
Trustee's knowledge, threatened against the Trustee that, if determined
adversely to the Trustee, would prohibit the Trustee from entering into this
Agreement or, in the Trustee's good faith and reasonable judgment, is likely to
materially and adversely affect the ability of the Trustee to perform its
obligations under this Agreement.

                    (g) Any consent, approval, authorization or order of any
court or governmental agency or body required for the execution, delivery and
performance by the Trustee of or compliance by the Trustee with this Agreement
or the consummation of the transactions contemplated by this Agreement has been
obtained and is effective.

                    SECTION 8.16 Reports to the Securities and Exchange
Commission; Available Information.

                    The Trustee shall prepare for filing, and execute, on behalf
of the Trust Fund, and file with the Securities and Exchange Commission, (i)
each Distribution Date Statement on Form 8-K within 15 days after each
Distribution Date in each month, (ii) before March 31 of each year, beginning
March 31, 200_, a Form 10-K and (iii) any and all reports, statements and
information respecting the Trust Fund and/or the certificates required to be
filed on behalf of the Trust Fund under the Exchange Act as the Trustee may be
directed by the Depositor, until directed in writing by the Depositor to
discontinue such filings; provided that any such additional information referred
to in clause (iii) above shall be delivered to the Trustee in the format

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required for electronic filing via the EDGAR system. For any filings pursuant to
the previous sentence that occur after the first anniversary of the Closing
Date, the Trustee shall receive a fee agreed upon by the Trustee and the
Depositor in a separate fee agreement. Upon such filing with the Securities and
Exchange Commission, the Trustee shall promptly deliver to the Depositor and the
Master Servicer a copy of any such executed report, statement or information.
The Depositor shall promptly file, and exercise its reasonable best efforts to
obtain a favorable response to, no-action requests to, or requests for other
appropriate exemptive relief from, the Securities and Exchange Commission
regarding the usual and customary exemption from certain reporting requirements
granted to issuers of securities similar to the Certificates. The Depositor
agrees to indemnify and hold harmless the Trustee with respect to any liability,
cost or expenses, including reasonable attorneys' fees, arising from the
Trustee's execution of such reports, statements and information that contain
errors or omissions or is otherwise misleading, provided, however, that if the
indemnification provided for herein is invalid or unenforceable, then the
Depositor shall contribute to the amount paid by the Trustee as a result of such
liability in such amount as is necessary to limit the Trustee's responsibility
for any such payment to any amount resulting from its own negligence or willful
misconduct. The Trustee shall have no responsibility to determine whether or not
any filing may be required and shall not have any responsibility to review or
confirm in any way the accuracy or the sufficiency of the contents of any such
filing.

                  SECTION 8.17 Maintenance of Mortgage File.

                  Except for the release of items in the Mortgage File
contemplated by this Agreement, including, without limitation, as necessary for
the enforcement of the holder's rights and remedies under the related Mortgage
Loan, the Trustee covenants and agrees that it shall maintain each Mortgage File
in the State of [___________], and that it shall not move any Mortgage File
outside the State of [__________], other than as specifically provided for in
this Agreement, unless it shall first obtain and provide, at the expense of the
Trustee, an Opinion of Counsel to the Depositor and the Rating Agencies to the
effect that the Trustee's first priority interest in the Mortgage Notes has been
duly and fully perfected under the applicable laws and regulations of such other
jurisdiction.

                  SECTION 8.18 Appointment of Fiscal Agent.

                  (a) Insofar as the Trustee would not otherwise satisfy the
rating requirements of Section 8.06, the Trustee may appoint, at the Trustee's
own expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. The Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of no less than "___" from
Moody's and "___" from S&P and Fitch (or, in the case of any Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Regular Certificates (as confirmed in writing to the Trustee and the
Depositor by such Rating Agency)).

                    (b) To the extent that the Trustee is required, pursuant to
the terms of this Agreement, to make any Advance, whether as successor Master
Servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent shall make such Advance when and as required by the
terms of this Agreement on behalf of the Trustee as if such Fiscal Agent were
the Trustee hereunder. To the extent that the Fiscal Agent makes an Advance

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pursuant to this Section 8.18 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

                    (c) Notwithstanding anything contained in this Agreement to
the contrary, the Fiscal Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities to which the Trustee is
entitled hereunder (including, without limitation, pursuant to Sections 8.05(b))
as if it were the Trustee, except that all fees of the Fiscal Agent shall be
borne by the Trustee, and neither the Trustee nor such Fiscal Agent shall be
entitled to reimbursement therefor from any of the Trust, the Depositor, the
Master Servicer or the Special Servicer.

                    (d) The obligations of the Fiscal Agent set forth in this
Section 8.18 or otherwise pursuant to this Agreement shall exist only for so
long as the Trustee that appointed it shall act as Trustee hereunder and the
Fiscal Agent shall automatically be removed in the event of the resignation or
removal of the Trustee. The Fiscal Agent may resign or be removed by the Trustee
only if and when the existence of the Fiscal Agent is no longer necessary for
such Trustee to satisfy the eligibility requirements of Section 8.06; provided
that the Fiscal Agent shall be deemed to have resigned at such time as the
Trustee that appointed it resigns or is removed as Trustee hereunder (in which
case the responsibility for appointing a successor Fiscal Agent in accordance
with this Section 8.18(d) shall belong to the successor Trustee insofar as such
appointment is necessary for such successor Trustee to satisfy the eligibility
requirements of Section 8.06).

                    (e) The Trustee shall promptly notify the other parties
hereto and the Certificateholders in writing of the appointment resignation or
removal of the Fiscal Agent.

                    (f) The parties hereto hereby agree that [Fiscal Agent]
shall be the initial Fiscal Agent hereunder for the purposes of exercising and
performing the obligations and duties imposed upon the Fiscal Agent in this
Agreement. The Fiscal Agent undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.

                                   ARTICLE IX

                                   TERMINATION

                    SECTION 9.01 Termination Upon Repurchase or Liquidation of
All Mortgage Loans.

                    Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC
I at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC I, plus (2) the appraised value of each REO Property, if any,
included in REMIC I, such appraisal to be


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conducted by an Independent Appraiser mutually agreed upon by the Master
Servicer, the Special Servicer and the Trustee, minus (3) if the purchaser is
the Master Servicer, the aggregate amount of unreimbursed Advances made by the
Master Servicer, together with any interest accrued and payable to the Master
Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the Master Servicer in
connection with such purchase), and (B) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I, and (ii) to the Trustee, the Master Servicer, the Special
Servicer and the officers, directors, employees and agents of each of them of
all amounts which may have become due and owing to any of them hereunder;
provided, however, that in no event shall the Trust Fund created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

                  The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I as contemplated by
clause (i) of the preceding paragraph by giving written notice to the other
parties hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that (i) the aggregate Stated Principal Balance of the
Mortgage Pool at the time of such election is less than ____% of the aggregate
Cut-off Date Balances of the Mortgage Loans as of the Closing Date, and (ii) the
Majority Subordinate Certificateholder shall not have the right to effect such a
purchase if, within 30 days following the Majority Subordinate
Certificateholder's delivery of a notice of election pursuant to this paragraph,
the Master Servicer or the Special Servicer shall give notice of its election to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
and shall thereafter effect such purchase in accordance with the terms hereof.
The Special Servicer shall not have the right to effect such a purchase if,
within 30 days following the Special Servicer's delivery of a notice of election
pursuant to this paragraph, the Master Servicer shall give notice of its
election to purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I and shall thereafter effect such purchase in accordance with the
terms hereof. If the Trust Fund is to be terminated in connection with the
Master Servicer's, the Special Servicer's or the Majority Subordinate
Certificateholder's purchase of all of the Mortgage Loans and each REO Property
remaining in REMIC I, the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder, as applicable, shall deliver to the Trustee for
deposit in the Distribution Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur an amount in immediately available funds equal to the above-described
purchase price. In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such P&I
Advance Date from the Certificate Account pursuant to the first paragraph of
Section 3.04(b), together with any other amounts on deposit in the Certificate
Account that would otherwise be held for future distribution. Upon confirmation
that such final deposit has been made, the Trustee shall release or cause to be
released to the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder, as applicable, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder, as applicable, as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties to the
Master


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Servicer, the Special Servicer or the Majority Subordinate Certificateholder (or
their respective designees), as applicable.

                  Notice of any termination shall be given promptly by the
Trustee by letter to Certificateholders mailed (a) if such notice is given in
connection with the Master Servicer's, the Special Servicer's or the Majority
Subordinate Certificateholder's purchase of the Mortgage Loans and each REO
Property remaining in REMIC I, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

                  Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
of Certificates so presented and surrendered. Amounts on deposit in the
Distribution Account as of the final Distribution Date, exclusive of any portion
thereof that would be payable to any Person in accordance with clauses (ii)
through (vi) of Section 3.05(b), including any portion thereof that represents
Prepayment Premiums and Yield Maintenance Charges, shall be (i) deemed
distributed in respect of the REMIC I Regular Interests and distributed to the
Class R-I Certificates in respect of the REMIC I Residual Interest in accordance
with Section 4.01(b) and Section 4.01(h) and (ii) distributed to the REMIC II
Certificates in the order of priority set forth in Section 4.01(a) and Section
4.01(b), in each case, to the extent of remaining available funds.

                  On or after the Final Distribution Date, upon presentation and
surrender of the Class Z-I Certificates, the Trustee shall distribute to the
Class Z-I Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a Merrill Mortgage Loan. On or after the Final
Distribution Date, upon presentation and surrender of the Class Z-II
Certificates, the Trustee shall distribute to the Class Z-II Certificateholders
any amount then on deposit in the Additional Interest Account that was paid on a
Merrill Mortgage Loan or [Seller] Mortgage Loan.

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the


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Trustee, directly or through an agent, shall take such reasonable steps to
contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, and shall deal with all such
unclaimed amounts in accordance with applicable law. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders following
the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any former Holder on any amount held in trust hereunder.

                    SECTION 9.02 Additional Termination Requirements.

                    (a) If the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder purchase all of the Mortgage Loans and
each REO Property remaining in REMIC I as provided in Section 9.01, the Trust
Fund (and, accordingly, REMIC I and REMIC II) shall be terminated in accordance
with the following additional requirements, unless the Person effecting the
purchase obtains at its own expense and delivers to the Trustee, an Opinion of
Counsel, addressed to the Trustee, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in the
imposition of taxes on "prohibited transactions" of REMIC I or REMIC II as
defined in Section 860F of the Code or cause REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                         (i) the Trustee shall specify the first day in the
                    90-day liquidation period in a statement attached to the
                    final Tax Return for each of REMIC I and REMIC II pursuant
                    to Treasury Regulations Section 1.860F-1;

                         (ii) during such 90-day liquidation period and at or
                    prior to the time of making of the final payment on the
                    Certificates, the Trustee shall sell all of the assets of
                    REMIC I to the Master Servicer, the Special Servicer or the
                    Majority Subordinate Certificateholder, as applicable, for
                    cash; and

                         (iii) at the time of the making of the final payment on
                    the Certificates, the Trustee shall distribute or credit, or
                    cause to be distributed or credited, to the
                    Certificateholders in accordance with Section 9.01 all cash
                    on hand (other than cash retained to meet claims), and each
                    of REMIC I and REMIC II shall terminate at that time.

                    (b) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trustee to specify the 90-day liquidation period
for each of REMIC I and REMIC II, which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

                    SECTION 10.01 REMIC Administration.

                    (a) The REMIC Administrator shall elect to treat each of
REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Such


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election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

                    (b) The REMIC I Regular Interests and the Regular
Certificates are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in REMIC I and REMIC II, respectively. The Class
R-I Certificates and the Class R-II Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in REMIC I and REMIC II, respectively. None of the Master Servicer,
the Special Servicer, the Trustee shall (to the extent within its control)
permit the creation of any other "interests" in REMIC I and REMIC II (within the
meaning of Treasury regulation Section 1.860D-1(b)(1)).

                    (c) The Closing Date is hereby designated as the "startup
day" of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code. The "latest possible maturity date" of (i) the REMIC I Regular Interests
and the Regular Certificates (other than the Class XP Certificates) shall be the
Distribution Date in ______ 20__, the Distribution Date following the latest
maturity of any Mortgage Loan and (ii) the Class XP Certificates is the
Distribution Date in _________ 20__.

                    (d) The related Plurality Residual Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each of REMIC I and REMIC II, and shall act on behalf of the related REMIC in
relation to any tax matter or controversy and shall represent the related REMIC
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority; provided that the REMIC Administrator is
hereby irrevocably appointed to act and shall act as agent and attorney-in-fact
for the Tax Matters Person for each of REMIC I and REMIC II in the performance
of its duties as such.

                    (e) Except as otherwise provided in Section 3.17(a) and
subsections (i) and (j) below, the REMIC Administrator shall pay out of its own
funds any and all routine tax administration expenses of the Trust Fund incurred
with respect to each of REMIC I and REMIC II (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities, which extraordinary expenses shall be payable or
reimbursable to the Trustee from the Trust Fund unless otherwise provided in
Section 10.01(h) or 10.01(i)).

                    (f) Within 30 days after the Closing Date, the REMIC
Administrator shall obtain taxpayer identification numbers for each of REMIC I
and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the REMIC
Administrator shall prepare, cause the Trustee to sign and file all of the other
Tax Returns in respect of REMIC I and REMIC II. The expenses of preparing and
filing such returns shall be borne by the REMIC Administrator without any right
of reimbursement therefor. The other parties hereto shall provide on a timely
basis to the REMIC Administrator or its designee such information with respect
to each of REMIC I and REMIC II as is in its possession and reasonably requested
by the REMIC Administrator to enable it to perform its obligations under


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this Article. Without limiting the generality of the foregoing, the Depositor,
within ten days following the REMIC Administrator's request therefor, shall
provide in writing to the REMIC Administrator such information as is reasonably
requested by the REMIC Administrator for tax purposes, as to the valuations and
issue prices of the Certificates, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Article X shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the REMIC Administrator
to perform such obligations.

                    (g) The REMIC Administrator shall perform on behalf of each
of REMIC I and REMIC II all reporting and other tax compliance duties that are
the responsibility of each such REMIC under the Code, the REMIC Provisions or
other compliance guidance issued by the Internal Revenue Service or, with
respect to State and Local Taxes, any state or local taxing authority. Included
among such duties, the REMIC Administrator shall provide to: (i) any Transferor
of a Residual Certificate or agent of a Non-Permitted Transferee, such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted
Transferee; (ii) the Certificateholders, such information or reports as are
required by the Code or the REMIC Provisions, including, without limitation,
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required hereunder); and (iii) the
Internal Revenue Service, the name, title, address and telephone number of the
Person who will serve as the representative of each of REMIC I and REMIC II.

                    (h) The REMIC Administrator shall perform its duties
hereunder so as to maintain the status of each of REMIC I and REMIC II and as a
REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause REMIC I or REMIC II to
take) any action or fail to take (or fail to cause to be taken) any action that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of REMIC I or REMIC II as a REMIC, or (ii) except as
provided in Section 3.17(a), result in the imposition of a tax upon either REMIC
I or REMIC II (including, but not limited to, the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code or the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code (any such endangerment or
imposition or, except as provided in Section 3.17(a), imposition of a tax, an
"Adverse REMIC Event")), unless the REMIC Administrator has obtained or received
an Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust Fund if the REMIC Administrator seeks to take such
action or to refrain from acting for the benefit of the Certificateholders) to
the effect that the contemplated action will not result in an Adverse REMIC
Event. The REMIC Administrator shall not take any action or fail to take any
action (whether or not authorized hereunder) as to which the Master Servicer or
the Special Servicer has advised it in writing that either the Master Servicer
or the Special Servicer has received or obtained an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to REMIC I or REMIC II, or
causing either REMIC I or REMIC II to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and



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the Special Servicer shall consult with the REMIC Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur. Neither the Master Servicer nor the Special Servicer shall take
any such action or cause either REMIC I or REMIC II to take any such action as
to which the REMIC Administrator has advised it in writing that an Adverse REMIC
Event could occur, and neither the Master Servicer nor the Special Servicer
shall have any liability hereunder for any action taken by it in accordance with
the written instructions of the REMIC Administrator. The REMIC Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the cost or expense of the Trust Fund, the Trustee
or the REMIC Administrator. At all times as may be required by the Code, the
REMIC Administrator shall make reasonable efforts to ensure that substantially
all of the assets of each of REMIC I and REMIC II will consist of "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

                    (i) If any tax is imposed on any of REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the
Code, and any other tax imposed by the Code or any applicable provisions of
State or Local Tax laws (other than any tax permitted to be incurred by the
Special Servicer pursuant to Section 3.17(a)), such tax, together with all
incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Article X provided that no
liability shall be imposed upon the REMIC Administrator under this Clause if
another party has responsibility for payment of such tax under Clauses (iii) or
(v) of this Section; (ii) the Special Servicer, if such tax arises out of or
results from a breach by the Special Servicer of any of its obligations under
Article III or this Article X; (iii) the Master Servicer, if such tax arises out
of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Article X; (iv) the Trustee, if such tax arises out of
or results from a breach by the Trustee, of any of its respective obligations
under Article IV, Article VIII or this Article X; (v) the applicable Mortgage
Loan Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to REMIC I, constitute a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the Trust Fund,
excluding the portion thereof constituting the Grantor Trust, in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 3.17(a) shall be charged to and paid by the Trust Fund. Any such amounts
payable by the Trust Fund shall be paid by the Trustee upon the written
direction of the REMIC Administrator out of amounts on deposit in the
Distribution Account in reduction of the Available Distribution Amount pursuant
to Section 3.05(b).

                    (j) The REMIC Administrator shall, for federal income tax
purposes, maintain books and records with respect to each of REMIC I and REMIC
II on a calendar year and on an accrual basis.

                    (k) Following the Startup Day, none of the Trustee, the
Master Servicer, or the Special Servicer shall accept any contributions of
assets to REMIC I or REMIC II unless it


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shall have received an Opinion of Counsel (at the expense of the party seeking
to cause such contribution and in no event at the expense of the Trust Fund, the
Trustee) to the effect that the inclusion of such assets in such REMIC will not
cause: (i) such REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding; or (ii) the imposition of any tax on such REMIC
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

                    (l) None of the Trustee, the Master Servicer, the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except
in connection with (A) the default or foreclosure of a Mortgage Loan, including,
but not limited to, the sale or other disposition of a Mortgaged Property
acquired by deed in lieu of foreclosure, (B) the bankruptcy of REMIC I or REMIC
II, (C) the termination of REMIC I and REMIC II pursuant to Article IX of this
Agreement, or (D) a purchase of Mortgage Loans pursuant to or as contemplated by
Article II or III of this Agreement); (ii) the sale or disposition of any
investments in the Certificate Account, the Distribution Account or the REO
Account for gain; or (iii) the acquisition of any assets on behalf of REMIC I or
REMIC II (other than (1) a Mortgaged Property acquired through foreclosure, deed
in lieu of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, (2)
a Qualified Substitute Mortgage Loan pursuant to Article II hereof and (3)
Permitted Investments acquired in connection with the investment of funds in the
Certificate Account, the Distribution Account or the REO Account); in any event
unless it has received an Opinion of Counsel (at the expense of the party
seeking to cause such sale, disposition, or acquisition but in no event at the
expense of the Trust Fund, the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on REMIC I or REMIC II under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

                    (m) Except as permitted by Section 3.17(a), none of the
Trustee, the Master Servicer and the Special Servicer shall enter into any
arrangement by which REMIC I or REMIC II will receive a fee or other
compensation for services nor permit REMIC I or REMIC II to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.

                    SECTION 10.02 Grantor Trust Administration.

                    (a) The REMIC Administrator shall treat the Grantor Trust,
for tax return preparation purposes, as a grantor trust under the Code and shall
treat the Additional Interest, the Additional Interest Account and amounts held
from time to time in the Additional Interest Account that represent Additional
Interest as separate assets of the Grantor Trust, and not of REMIC I or REMIC
II, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class Z-I
Certificates are hereby designated as representing an undivided beneficial
interest in Additional Interest payable on Merrill Mortgage Loans and proceeds
thereof. The Class Z-II Certificates are hereby designated as representing an
undivided beneficial interest in Additional Interest payable on [Seller]
Mortgage Loans and proceeds thereof.

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                    (b) The REMIC Administrator shall pay out of its own funds
any and all routine tax administration expenses of the Trust Fund incurred with
respect to the Grantor Trust (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

                    (c) The REMIC Administrator shall prepare, cause the Trustee
to sign and file when due all of the Tax Returns in respect of the Grantor
Trust. The expenses of preparing and filing such returns shall be borne by the
REMIC Administrator without any right of reimbursement therefor. The other
parties hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

                    (d) The REMIC Administrator shall furnish or cause to be
furnished to the Class Z-I and Class Z-II Certificateholders on the cash or
accrual method of accounting, as applicable, such information as to their
respective portions of the income and expenses of the Grantor Trust as may be
required under the Code, and shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.

                    (e) The REMIC Administrator shall perform its duties
hereunder so as to maintain the status of the Grantor Trust as a grantor trust
under the Grantor Trust Provisions (and the Trustee, the Master Servicer and the
Special Servicer shall assist the REMIC Administrator to the extent reasonably
requested by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special Servicer
or the Trustee shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could
endanger the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (any such endangerment of grantor trust status, an "Adverse
Grantor Trust Event"), unless the REMIC Administrator has obtained or received
an Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust Fund if the REMIC Administrator seeks to take such
action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the REMIC Administrator has advised it in writing that the REMIC
Administrator has received or obtained an Opinion of Counsel to


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the effect that an Adverse Grantor Trust Event could result from such action or
failure to act. In addition, prior to taking any action with respect to the
Grantor Trust, or causing the Trust Fund to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the REMIC Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse Grantor
Trust Event to occur. Neither the Master Servicer nor the Special Servicer shall
have any liability hereunder for any action taken by it in accordance with the
written instructions of the REMIC Administrator. The REMIC Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this
Agreement, but in no event at the cost or expense of the Trust Fund, the REMIC
Administrator or the Trustee. Under no circumstances may the REMIC Administrator
vary the assets of the Grantor Trust so as to take advantage of variations in
the market so as to improve the rate of return of Holders of the Class Z-I and
Class Z-II Certificates.

                    (f) If any tax is imposed on the Grantor Trust, such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the REMIC Administrator, if such tax arises out of or results from a breach by
the REMIC Administrator of any of its obligations under this Section 10.02; (ii)
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee, of any of its obligations under Article IV, Article
VIII or this Section 10.02; or (v) the portion of the Trust Fund constituting
the Grantor Trust in all other instances.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                    SECTION 11.01 Amendment.

                    (a) This Agreement may be amended from time to time by the
mutual agreement of the Depositor, the Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add any other provisions with respect to matters or
questions arising hereunder which shall not be inconsistent with the provisions
hereof, (iv) to relax or eliminate any requirement hereunder imposed by the
REMIC Provisions if the REMIC Provisions are amended or clarified such that any
such requirement may be relaxed or eliminated, or (v) if such amendment, as
evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the
case of any amendment requested by the Master Servicer or Special Servicer that
protects or is in furtherance of the interests of the Certificateholders, and
otherwise at the expense of the party seeking such amendment) delivered to the
Master Servicer, the Special Servicer and the Trustee, is advisable or
reasonably necessary to comply with any requirements imposed by the Code or any
successor or amendatory statute or any temporary or final regulation, revenue
ruling, revenue procedure or other written official announcement or
interpretation relating to federal income tax laws or any such proposed action
which, if made effective, would apply retroactively


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to REMIC I or REMIC II created hereunder at least from the effective date of
such amendment, or would be necessary to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any such REMIC; provided that
such action (except any amendment described in clause (v) above) shall not, as
evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the
case of any amendment requested by the Master Servicer or Special Servicer that
protects or is in furtherance of the interests of the Certificateholders, and
otherwise at the expense of the party seeking such amendment) obtained by or
delivered to the Master Servicer, the Special Servicer and the Trustee,
adversely affect in any material respect the interests of any Certificateholder;
and provided further that the Master Servicer, the Special Servicer and the
Trustee shall have first obtained from each Rating Agency written confirmation
that such amendment will not result in the qualification, downgrade or
withdrawal of the rating on any Class of Certificates.

                    (b) This Agreement may also be amended from time to time by
the agreement of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least __% of the Voting Rights allocated to the affected Classes
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans that are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) as evidenced by an Opinion of Counsel obtained by or delivered
to the Master Servicer, the Special Servicer and the Trustee, adversely affect
in any material respect the interests of the Holders of any Class of
Certificates in a manner other than as described in (i) without the consent of
the Holders of all Certificates of such Class, (iii) modify the provisions of
this Section 11.01 without the consent of the Holders of all Certificates then
outstanding, (iv) modify the provisions of Section 3.20 without the consent of
the Holders of Certificates entitled to all of the Voting Rights or (v) modify
the definition of Servicing Standard or the specified percentage of Voting
Rights which are required to be held by Certificateholders to consent or not to
object to any particular action pursuant to any provision of this Agreement
without the consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to matters described above as
they would if any other Person held such Certificates, so long as neither the
Depositor nor any of its Affiliates is performing servicing duties with respect
to any of the Mortgage Loans.

                    (c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this Agreement
unless it shall first have obtained or been furnished with an Opinion of Counsel
(at the expense of the Trust Fund, in the case of any amendment requested by the
Master Servicer or Special Servicer that protects or is in furtherance of the
interests of the Certificateholders, and, otherwise, at the expense of the party
seeking such amendment) to the effect that (i) such amendment or the exercise of
any power granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
REMIC I or REMIC II pursuant to the REMIC Provisions or on the Grantor Trust or
cause REMIC I or REMIC II to fail to qualify as a REMIC or the Grantor


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Trust to fail to qualify as a grantor trust at any time that any Certificates
are outstanding and (ii) such amendment complies with the provisions of this
Section 11.01.

                    (d) Promptly after the execution of any such amendment, the
Trustee shall send a copy thereof to each Certificateholder.

                    (e) It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                    (f) Each of the Master Servicer, the Special Servicer and
the Trustee may but shall not be obligated to enter into any amendment pursuant
to this Section that affects its rights, duties and immunities under this
Agreement or otherwise.

                    (g) The cost of any Opinion of Counsel to be delivered
pursuant to Section 11.01(a), (b) or (c) shall be borne by the Person seeking
the related amendment, except that if the Master Servicer, the Special Servicer
or the Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Certificate Account or the Distribution
Account pursuant to Section 3.05.

                    SECTION 11.02 Recordation of Agreement; Counterparts.

                    (a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

                    (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                    SECTION 11.03 Limitation on Rights of Certificateholders.

                    (a) The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.



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                    (b) No Certificateholder shall have any right to vote
(except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                    (c) No Certificateholder shall have any right by virtue of
any provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least __% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                    SECTION 11.04 Governing Law.

                    This Agreement and the Certificates shall be construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

                    SECTION 11.05 Notices.

                    Any communications provided for or permitted hereunder shall
be in writing and, unless otherwise expressly provided herein, shall be deemed
to have been duly given when delivered to: (i) in the case of the Depositor,
Merrill Lynch Mortgage Investors, Inc., 4 World Financial Center, 10th Floor,
250 Vesey Street, New York, New York 10080, Attention: __________, _________,
facsimile number: [facsimile number]; (ii) in the case of the Master Servicer,
[Master Servicer], [Contact Information] (iii) in the case of the Special
Servicer, [Special Servicer], [Contact Information]; (iv) in the case of the
Trustee, [Trustee], [Contact Information], (v) in the case of the Fiscal Agent,
[Fiscal Agent], [Contact Information] (vi) in the


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case of the Underwriters, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4
World Financial Center, 250 Vesey Street - 15th Floor, New York, New York 10080,
Attention: _______, Merrill Lynch Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 200_-____, facsimile number: [facsimile
number] and (vii) in the case of the Rating Agencies, (A) Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, facsimile number:
[facsimile number]; and (B) S&P Ratings Services, 55 Water Street, New York, New
York 10041-0003 Attention: CMBS Surveillance Group, facsimile number [facsimile
number], or as to each such Person such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

                  SECTION 11.06 Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07 Grant of a Security Interest.

                  The Depositor intends that the conveyance of the Depositor's
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the assets
constituting the Trust Fund.

                  SECTION 11.08 Streit Act.

                  Any provisions required to be contained in this Agreement by
Section 126 of Article 4-A of the New York Real Property Law are hereby
incorporated herein, and such provisions shall be in addition to those conferred
or imposed by this Agreement; provided, however, that to the extent that such
Section 126 shall not have any effect, and if said Section 126 should at any
time be repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

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                  SECTION 11.09 Successors and Assigns; Beneficiaries.

                  The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders. This Agreement may not be amended in any manner that would
adversely affect the rights of any third party beneficiary hereof without its
consent. No other person, including, without limitation, any Mortgagor, shall be
entitled to any benefit or equitable right, remedy or claim under this
Agreement.

                  SECTION 11.10 Article and Section Headings.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

                  SECTION 11.11 Notices to Rating Agencies.

                  (a) The Trustee shall promptly provide notice to each Rating
Agency and the Controlling Class Representative with respect to each of the
following of which it has actual knowledge:

                         (i) any material change or amendment to this Agreement;

                         (ii) the occurrence of any Event of Default that has
                    not been cured;

                         (iii) the resignation or termination of the Trustee,
                    the Master Servicer or the Special Servicer;

                         (iv) the repurchase of Mortgage Loans by any of the
                    Mortgage Loan Sellers pursuant to the Merrill Mortgage Loan
                    Purchase Agreement or the [Seller] Mortgage Loan Purchase
                    Agreement;

                         (v)any change in the location of the Distribution
                    Account;

                         (vi) the final payment to any Class of
                    Certificateholders; and

                         (vii) any sale or disposition of any Mortgage Loan or
                    REO Property.

                  (b) The Master Servicer shall promptly provide notice to
each Rating Agency with respect to each of the following of which it has actual
knowledge:

                         (i) the resignation or removal of the Trustee; and

                         (ii) any change in the location of the Certificate
                    Account.

                  (c) The Special Servicer shall furnish each Rating Agency
and the Controlling Class Representative with respect to a non-performing or
Defaulted Mortgage Loan such information as the Rating Agency or Controlling
Class Representative shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

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                    (d) To the extent applicable, each of the Master Servicer
and the Special Servicer shall promptly furnish to each Rating Agency copies of
the following items:

                         (i) each of its annual statements as to compliance
                    described in Section 3.13;

                         (ii) each of its annual independent public accountants'
                    servicing reports described in Section 3.14;

                         (iii) any Officers' Certificate delivered to the
                    Trustee pursuant to Section 4.03(c) or 3.08; and

                         (iv) each of the reports described in Section 3.12(a)
                    and the statements and reports described in Sections
                    3.12(b), 3.12(c) and 3.12(d).

                    (e) The Trustee shall (i) make available to each Rating
Agency and the Controlling Class Representative, upon reasonable notice, the
items described in Section 3.15(a) and (ii) promptly deliver to each Rating
Agency and the Controlling Class Representative a copy of any notices given
pursuant to Section 7.03(a) or Section 7.03(b).

                    (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

                    (g) Notwithstanding any provision herein to the contrary
each of the Master Servicer, the Special Servicer or the Trustee shall deliver
to any Underwriter any report prepared by such party hereunder upon request.

                    SECTION 11.12 Complete Agreement.

                    This Agreement embodies the complete agreement among the
parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 11.01. All prior negotiations or
representations of the parties are merged into this Agreement and shall have no
force or effect unless expressly stated herein.



                                      205
<PAGE>





                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.

                               MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                  Depositor


                               By:
                                  ----------------------------------------
                                  Name:  Michael M. McGovern
                                  Title: Director


                               [MASTER SERVICER]
                                  Master Servicer


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                               [SPECIAL SERVICER]
                                  Special Servicer
                                  by Pearl Mortgage, Inc., its general partner


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                               [TRUSTEE]
                                  Trustee


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                               [FISCAL AGENT]
                                  Fiscal Agent


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title:


<PAGE>

                              CLASS A-1 CERTIFICATE


             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate:  _______% per annum                    Class Principal Balance of the Class A-1 Certificates
                                                          as of the Closing Date: $_________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of _________, Initial Certificate Principal Balance of this Class A-1
200_                                                      Certificate as of the Closing Date: $_________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  _________, 200_                            Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $_________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date:  _________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  _________                               Trustee: _________
-------------------------------------------------------------------------------------------------------------------
Special Servicer:  _________
-------------------------------------------------------------------------------------------------------------------
Certificate No. _________                                 CUSIP No. _________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________]OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED


<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-2, THE CLASS A-3 AND THE CLASS A-4
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Trustee", which term includes any successor entity under the Agreement),
and [_________] (herein called the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made commencing on the first Distribution Date specified above, to the


<PAGE>

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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-1 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-1 Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class A-1 Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class A-1 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-1 Certificates are exchangeable for


<PAGE>

new Class A-1 Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-1 Certificates, 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 Class
A-1 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the


<PAGE>

consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ____________________

                                              [-------------------------------],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

                                              [-------------------------------],
                                                  as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                   ---------------------------------------------
                                       Signature by or on behalf of Assignor




                                   ---------------------------------------------
                                       Signature Guaranteed



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                        <C>
--------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: _________% per annum                    Class Principal Balance of the Class A-2 Certificates
                                                           as of the Closing Date: $_________
--------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of _________,  Initial Certificate Principal Balance of this Class A-2
200_                                                       Certificate as of the Closing Date: $_________
--------------------------------------------------------------------------------------------------------------------
Closing Date:  _________, 200_                             Aggregate Stated Principal Balance of the Mortgage
                                                           Loans as of the Cut-Off Date: $_________
--------------------------------------------------------------------------------------------------------------------
First Distribution Date:  _________, 200_
--------------------------------------------------------------------------------------------------------------------
Master Servicer:  _________                                Trustee: _________
--------------------------------------------------------------------------------------------------------------------
Special Servicer:  _________
--------------------------------------------------------------------------------------------------------------------
Certificate No.                                            CUSIP No. _________
--------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.


<PAGE>

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1, CLASS A-3 AND CLASS A-4 CERTIFICATES
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Trustee", which term includes any successor entity under the Agreement),
and [_________] (herein called the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the


<PAGE>

amount required to be distributed to the Holders of the Class A-2 Certificates
on the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class A-2 Certificates will be made by the
Trustee, by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class A-2 Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class A-2 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


<PAGE>

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-2 Certificates, 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 Class
A-2 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-2
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. 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


<PAGE>

issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, including
any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and a grantor trust,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: ____________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.


                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________


                                   ---------------------------------------------
                                       Signature by or on behalf of Assignor




                                   ---------------------------------------------
                                       Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                        <C>
--------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: _________% per annum                    Class Principal Balance of the Class A-3 Certificates
                                                           as of the Closing Date:
                                                           $_________
--------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of _________,  Initial Certificate Principal Balance of this Class A-3
200_                                                       Certificate as of the Closing Date: $_________
--------------------------------------------------------------------------------------------------------------------
Closing Date:  _________, 200_                             Aggregate Stated Principal Balance of the Mortgage
                                                           Loans as of the Cut-Off Date: $_________
--------------------------------------------------------------------------------------------------------------------
First Distribution Date:  _________, 200_
--------------------------------------------------------------------------------------------------------------------
Master Servicer:  _________                                Trustee: _________
--------------------------------------------------------------------------------------------------------------------
Special Servicer:  _________
--------------------------------------------------------------------------------------------------------------------
Certificate No.                                            CUSIP No. _________
--------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED


<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE, THE CLASS A-1, THE CLASS A-2 AND CLASS A-4 CERTIFICATES MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Trustee", which term includes any successor entity under the Agreement),
and [_________] (herein called the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date").


<PAGE>

Distributions will be made 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"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class A-3 Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on the Class A-3 Certificates will be made by the Trustee,
by wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class A-3 Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.


<PAGE>

                  The Class A-3 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-3 Certificates are exchangeable for new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-3 Certificates, 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 Class
A-3 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.


<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: __________

                                             [________________________________],
                                                  as Certificate Registrar



                                             By:
                                                --------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-3 Certificates referred to in the
within-mentioned Agreement.


                                             [________________________________],
                                                  as Authenticating Agent



                                             By:
                                                --------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:

__________________________________________________.

Dated:  _________________________


                                   ---------------------------------------------
                                       Signature by or on behalf of Assignor




                                   ---------------------------------------------
                                       Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>

                              CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                      <C>
------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum                Class Principal Balance of the Class A-4 Certificates
                                                         as of the Closing Date:
                                                         $___________
------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of           Initial Certificate Principal Balance of this Class A-4
___________, 200_                                        Certificate as of the Closing Date: $___________
------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                         Aggregate Stated Principal Balance of the Mortgage
                                                         Loans as of the Cut-Off Date: $___________
------------------------------------------------------------------------------------------------------------------
First Distribution Date:  ___________, 200_
------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                            Trustee: ___________
------------------------------------------------------------------------------------------------------------------
Special Servicer:  ___________
------------------------------------------------------------------------------------------------------------------
Certificate No.                                          CUSIP No. ___________
------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE, THE CLASS A-1, CLASS A-2 AND CLASS A-4 CERTIFICATES MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Trustee", which term includes any successor entity under the Agreement),
and [_________] (herein called the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to


<PAGE>

each Distribution Date, the Determination Date is the __ day of each month, or
if such __ day is not a business day, the next succeeding Business Day (each, a
"Determination Date"). Distributions will be made 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"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of the
Class A-4 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on the Class A-4
Certificates will be made by the Trustee, by wire transfer of immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution. Also notwithstanding the foregoing,
any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class A-4 Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and


<PAGE>

any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.

                  The Class A-4 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-4 Certificates, 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 Class
A-4 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however,


<PAGE>

such right to purchase is subject to the aggregate Stated Principal Balance of
the Mortgage Pool at the time of purchase being less than 1% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Closing Date specified
on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: _____________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.


                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                  ---------------------------------------------
                                      Signature by or on behalf of Assignor




                                  ---------------------------------------------
                                      Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum                 Class Principal Balance of the Class A-4 Certificates
                                                          as of the Closing Date:
                                                          $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Initial Certificate Principal Balance of this Class A-4
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date:  ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer:  ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED


<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE, THE CLASS A-1, CLASS A-2 AND CLASS A-4 CERTIFICATES MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Master Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Special Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Trustee", which term includes any successor entity under the Agreement),
and [_________] (herein called the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date").


<PAGE>

Distributions will be made 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"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class A-4 Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on the Class A-4 Certificates will be made by the Trustee,
by wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class A-4 Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.


<PAGE>

                  The Class A-4 Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class A-4 Certificates, 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 Class
A-4 Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.


<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [_________]

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class A-4 Certificates referred to in the
within-mentioned Agreement.


                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________


                                 --------------------------------------------
                                    Signature by or on behalf of Assignor




                                 --------------------------------------------
                                    Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.


<PAGE>



                              CLASS XC CERTIFICATE

             CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XC
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XC
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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.


<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XC
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XC Certificate in that certain
beneficial ownership interest evidenced by all the Class XC Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), and [_________]n (herein called the "Trustee", which term includes
any successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


<PAGE>

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XC Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XC Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class XC Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XC Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  The Class XC Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XC Certificates are exchangeable for new Class XC Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by,


<PAGE>

or accompanied by a written instrument of transfer in the form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class XC Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

                  No transfer of any Class XC Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XC Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XC Certificate without
registration or qualification. Any Class XC Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XC Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XC Certificates, 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 Class
XC Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

<PAGE>

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XC
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [_________]

                                            [_______________________________],
                                                 as Certificate Registrar

                                            By:
                                               -------------------------------
                                                  Authorized Representative

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

                                             [_______________________________],
                                                  as Authenticating Agent



                                             By:
                                                -------------------------------
                                                   Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:

__________________________________________________.

Dated:  _________________________


                                   ---------------------------------------------
                                       Signature by or on behalf of Assignor




                                   ---------------------------------------------
                                       Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS XC CERTIFICATE

             CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XC
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XC
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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


<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XC
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XC Certificate in that certain
beneficial ownership interest evidenced by all the Class XC Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Trustee", which term includes any
successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To


<PAGE>

the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XC Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XC Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class XC Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XC Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  The Class XC Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XC Certificates are exchangeable for


<PAGE>

new Class XC Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class XC Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class XC Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XC Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XC Certificate without
registration or qualification. Any Class XC Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XC Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XC Certificates, 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 Class
XC 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.


<PAGE>


                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XC
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the


<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ___________

                                              [_______________________________],
                                                   as Certificate Registrar


                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                  ---------------------------------------------
                                      Signature by or on behalf of Assignor




                                  ---------------------------------------------
                                      Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>

                              CLASS XC CERTIFICATE

             CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XC
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XC
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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


<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XC
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XC Certificate in that certain
beneficial ownership interest evidenced by all the Class XC Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Trustee", which term includes any
successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To


<PAGE>

the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XC Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XC Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class XC Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XC Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  The Class XC Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XC Certificates are exchangeable for


<PAGE>

new Class XC Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class XC Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class XC Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XC Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XC Certificate without
registration or qualification. Any Class XC Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XC Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XC Certificates, 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 Class
XC 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.


<PAGE>


                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XC
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the


<PAGE>


obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ____________

                                              [_______________________________],
                                                   as Certificate Registrar


                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                 ----------------------------------------------
                                     Signature by or on behalf of Assignor




                                 ----------------------------------------------
                                     Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS XP CERTIFICATE

             CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XP
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XP
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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


<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XP
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XP Certificate in that certain
beneficial ownership interest evidenced by all the Class XP Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Trustee", which term includes any
successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To


<PAGE>

the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XP Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XP Certificates for each Distribution Date will be
as provided in the Agreement. All distributions made under the Agreement on the
Class XP Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XP Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  The Class XP Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XP Certificates are exchangeable for


<PAGE>

new Class XP Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class XP Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class XP Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XP Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XP Certificate without
registration or qualification. Any Class XP Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XP Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XP Certificates, 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 Class
XP 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.


<PAGE>

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XP
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the


<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  __________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                  ---------------------------------------------
                                      Signature by or on behalf of Assignor




                                  ---------------------------------------------
                                      Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS XP CERTIFICATE

             CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XP
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XP
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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


<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XP
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XP Certificate in that certain
beneficial ownership interest evidenced by all the Class XP Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Trustee", which term includes any
successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To


<PAGE>

the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XP Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XP Certificates for each Distribution Date will be
as provided in the Agreement. All distributions made under the Agreement on the
Class XP Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XP Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  The Class XP Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XP Certificates are exchangeable for


<PAGE>

new Class XP Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class XP Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class XP Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XP Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XP Certificate without
registration or qualification. Any Class XP Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XP Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XP Certificates, 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 Class
XP 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.


<PAGE>

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XP
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the


<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ______________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                  ---------------------------------------------
                                      Signature by or on behalf of Assignor




                                  ---------------------------------------------
                                      Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                              CLASS XP CERTIFICATE

             CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________%                           Aggregate Certificate Notional Amount of all Class XP
                                                          Certificates as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Certificate Notional Amount of this Class XP
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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


<PAGE>

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS XP
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class XP Certificate in that certain
beneficial ownership interest evidenced by all the Class XP Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(herein called the "Depositor", which term includes any successor entity under
the Agreement), [_________] (herein called the "Master Servicer", which term
includes any successor entity under the Agreement), [_________] (herein called
the "Special Servicer", which term includes any successor entity under the
Agreement), [_________] (herein called the "Trustee", which term includes any
successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the


<PAGE>

Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class XP Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class XP Certificates for each Distribution Date will be
as provided in the Agreement. All distributions made under the Agreement on the
Class XP Certificates will be made by the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class XP Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.


<PAGE>

                  The Class XP Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class XP Certificates are exchangeable for new Class XP Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class XP Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class XP Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class XP Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class XP Certificate without
registration or qualification. Any Class XP Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class XP Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class XP Certificates, 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 Class
XP Certificates.


<PAGE>

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class XP
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.


<PAGE>

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ____________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                -----------------------------------------------
                                     Signature by or on behalf of Assignor




                                -----------------------------------------------
                                     Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                        <C>
--------------------------------------------------------------------------------------------------------------------
Pass-Through Rate:  ___________% per annum                 Class Principal Balance of the Class B Certificates as
                                                           of the Closing Date: $___________
--------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of             Initial Certificate Principal Balance of this Class B
___________, 200_                                          Certificate as of the Closing Date: $___________
--------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                           Aggregate Stated Principal Balance of the Mortgage
                                                           Loans as of the Cut-Off Date: $___________
--------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
--------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                              Trustee: ___________
--------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
--------------------------------------------------------------------------------------------------------------------
Certificate No.                                            CUSIP No. ___________
--------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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.


<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES AND THE CLASS XP CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE CLASS A-4
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C, CLASS
D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS
N AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________]


<PAGE>

(herein called the "Special Servicer", which term includes any successor entity
under the Agreement), [_________] (herein called the "Trustee", which term
includes any successor entity under the Agreement), and [_________] (herein
called the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class B Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class B Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such


<PAGE>

purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class B Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class B Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class B Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class B Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class B Certificates, 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 Class
B Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master


<PAGE>

Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ______________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By:
                                                 -------------------------------
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________



                                     -------------------------------------------
                                        Signature by or on behalf of Assignor




                                     -------------------------------------------
                                        Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                <C>
------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum          Class Principal Balance of the Class C Certificates as
                                                   of the Closing Date: $___________
------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of     Initial Certificate Principal Balance of this Class C
___________, 200_                                  Certificate as of the Closing Date: $___________
------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                   Aggregate Stated Principal Balance of the Mortgage
                                                   Loans as of the Cut-Off Date: $___________
------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                      Trustee: ___________
------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
------------------------------------------------------------------------------------------------------------
Certificate No.                                    CUSIP No. ___________
------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES AND THE CLASS B CERTIFICATES OF THE
SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity

<PAGE>

under the Agreement), [_________] (herein called the "Master Servicer", which
term includes any successor entity under the Agreement), [_________] (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement), [_________] (herein called the "Trustee", which term includes
any successor entity under the Agreement), and [_________] (herein called the
"Fiscal Agent", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class C Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class C Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

<PAGE>

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class C Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class C Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class C Certificates, 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 Class
C Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by

<PAGE>

or on behalf of the Trustee and required to be distributed to them pursuant to
the Agreement following the earlier to occur of (i) the final payment (or any
advance with respect thereto) or other liquidation of the last Mortgage Loan or
REO Property remaining in the Trust Fund, and (ii) the purchase by the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and each
REO Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder to purchase from the Trust Fund all Mortgage Loans and each
REO Property remaining therein. The exercise of such right will effect early
retirement of the Class C Certificates; however, such right to purchase is
subject to the aggregate Stated Principal Balance of the Mortgage Pool at the
time of purchase being less than 1% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ___________

                                            [__________________________],
                                              as Certificate Registrar



                                            By:_______________________________
                                                  Authorized Representative

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

                                            [__________________________],
                                              as Authenticating Agent



                                            By:_______________________________
                                                 Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.


Dated:  _________________________




                                   ---------------------------------------------
                                       Signature by or on behalf of Assignor



                                   ---------------------------------------------
                                       Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by______________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum              Class Principal Balance of the Class D Certificates as
                                                       of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Initial Certificate Principal Balance of this Class D
___________, 200_                                      Certificate as of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                       Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.                                        CUSIP No. ___________
----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES AND THE
CLASS C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS
H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity


<PAGE>

under the Agreement), and [_________] (herein called the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class D Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class D Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

<PAGE>

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class D Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class D Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class D Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No service charge will be imposed for any registration of
transfer or exchange of Class D Certificates, 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 Class
D Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by

<PAGE>

or on behalf of the Trustee and required to be distributed to them pursuant to
the Agreement following the earlier to occur of (i) the final payment (or any
advance with respect thereto) or other liquidation of the last Mortgage Loan or
REO Property remaining in the Trust Fund, and (ii) the purchase by the Special
Servicer or the Majority Subordinate Certificateholder at a price determined as
provided in the Agreement of all Mortgage Loans and each REO Property remaining
in the Trust Fund. The Agreement permits, but does not require, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining
therein. The exercise of such right will effect early retirement of the Class D
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  _______________

                                              [____________________________],
                                                 as Certificate Registrar



                                              By: _____________________________
                                                   Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

                                              [_____________________________],
                                                  as Authenticating Agent



                                              By: _____________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:

__________________________________________________.

Dated:  _________________________




                                        ----------------------------------------
                                          Signature by or on behalf of Assignor




                                        ----------------------------------------
                                          Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                  <C>
--------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum            Class Principal Balance of the Class E Certificates as
                                                     of the Closing Date: $___________
--------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of       Initial Certificate Principal Balance of this Class E
___________, 200_                                    Certificate as of the Closing Date: $___________
--------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                     Aggregate Stated Principal Balance of the Mortgage
                                                     Loans as of the Cut-Off Date: $___________
--------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
--------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                        Trustee: ___________
--------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
--------------------------------------------------------------------------------------------------------------
Certificate No.                                      CUSIP No. ___________
--------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS F, CLASS
G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E

<PAGE>

Certificate (its "Certificate Principal Balance") as of the Closing Date by the
aggregate principal amount of all the Class E Certificates (their "Class
Principal Balance") as of the Closing Date) in that certain beneficial ownership
interest evidenced by all the Class E Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Merrill Lynch Mortgage Investors, Inc. (herein called the
"Depositor", which term includes any successor entity under the Agreement),
[_________] (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Trustee", which term includes any successor
entity under the Agreement), and [_________] (herein called the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class E Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class E Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

<PAGE>

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class E Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class E Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class E Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class F Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to

<PAGE>

the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class F Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class F Certificate without
registration or qualification. Any Class F Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class F Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class E Certificates, 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 Class
E Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class E
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ________________

                                               [_____________________________],
                                                  as Certificate Registrar



                                               By: ____________________________
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class E Certificates referred to in the
within-mentioned Agreement.

                                               [______________________________],
                                                    as Authenticating Agent



                                               By: _____________________________
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ----------------------------------------
                                          Signature by or on behalf of Assignor



                                        ----------------------------------------
                                          Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                       <C>
-------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum                 Class Principal Balance of the Class F Certificates as
                                                          of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of            Initial Certificate Principal Balance of this Class F
___________, 200_                                         Certificate as of the Closing Date: $___________
-------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                          Aggregate Stated Principal Balance of the Mortgage
                                                          Loans as of the Cut-Off Date: $___________
-------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                             Trustee: ___________
-------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-------------------------------------------------------------------------------------------------------------------
Certificate No.                                           CUSIP No. ___________
-------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES AND CLASS E CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

<PAGE>

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class F Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class F Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the


<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class F Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class F Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class F Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class F Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as

<PAGE>

Exhibit G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that such transfer may
be made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Class F
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class F Certificate without registration or qualification. Any Class F
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class F Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class F Certificates, 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 Class
F Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class F
Certificates; however, such

<PAGE>

right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer, and the Trustee
with the consent of the Holders of Certificates entitled to at least __ of the
Voting Rights allocated to the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment
necessary to maintain the status of the Trust Fund (or designated portions
thereof) as consisting of two separate REMICs and a grantor trust, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  __________________

                                                [__________________________],
                                                     as Certificate Registrar



                                                By: ___________________________
                                                     Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class F Certificates referred to in the
within-mentioned Agreement.

                                               [__________________________],
                                                    as Authenticating Agent



                                               By: ____________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ----------------------------------------
                                         Signature by or on behalf of Assignor



                                        ----------------------------------------
                                         Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                     <C>
-----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum               Class Principal Balance of the Class G Certificates as
                                                        of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of          Initial Certificate Principal Balance of this Class G
___________, 200_                                       Certificate as of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                        Aggregate Stated Principal Balance of the Mortgage
                                                        Loans as of the Cut-Off Date: $___________
-----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                           Trustee: ___________
-----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-----------------------------------------------------------------------------------------------------------------
Certificate No.                                         CUSIP No. ___________
-----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS
F CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K, CLASS
L, CLASS M, CLASS N AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

<PAGE>

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class G Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class G Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the

<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class G Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class G Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class G Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class G Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as

<PAGE>

Exhibit G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that such transfer may
be made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Class G
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class G Certificate without registration or qualification. Any Class G
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class G Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class G Certificates, 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 Class
G Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such

<PAGE>

right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  _____________

                                              [_______________________________],
                                                  as Certificate Registrar



                                              By: _____________________________
                                                   Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

                                              [______________________________],
                                                   as Authenticating Agent



                                              By: ______________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ----------------------------------------
                                         Signature by or on behalf of Assignor



                                        ----------------------------------------
                                         Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum              Class Principal Balance of the Class H Certificates as
                                                       of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Initial Certificate Principal Balance of this Class H
___________, 200_                                      Certificate as of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                       Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.                                        CUSIP No. ___________
----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS
K, CLASS L, CLASS M, CLASS N AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class H Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class H Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the

<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class H Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class H Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class H Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class H Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as


<PAGE>

Exhibit G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably
satisfactory to the Certificate Registrar to the effect that such transfer may
be made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee or
the Certificate Registrar is obligated to register or qualify the Class H
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class H Certificate without registration or qualification. Any Class H
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class H Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class H Certificates, 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 Class
H Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such

<PAGE>

right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Closing Date specified on the
face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ________________

                                            [______________________________],
                                                as Certificate Registrar



                                            By: _______________________________
                                                  Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

                                           [______________________________],
                                                as Authenticating Agent



                                           By: ______________________________
                                                 Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ----------------------------------------
                                          Signature by or on behalf of Assignor



                                        ----------------------------------------
                                          Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                      <C>
------------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum                Class Principal Balance of the Class J Certificates as
                                                         of the Closing Date: $___________
------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of           Initial Certificate Principal Balance of this Class J
___________, 200_                                        Certificate as of the Closing Date: $___________
------------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                         Aggregate Stated Principal Balance of the Mortgage
                                                         Loans as of the Cut-Off Date: $___________
------------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
------------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                            Trustee: ___________
------------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
------------------------------------------------------------------------------------------------------------------
Certificate No.                                          CUSIP No. ___________
------------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED

<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class J Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class J Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the

<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class J Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class J Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class J Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class J Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective

<PAGE>

transferee substantially in the form attached as either Exhibit G-2 or Exhibit
G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to
the Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class J
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class J Certificate without registration or qualification. Any Class J
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class J Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class J Certificates, 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 Class
J Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the

<PAGE>

time of purchase being less than 1% of the aggregate Stated Principal Balance of
the Mortgage Loans as of the Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ______________

                                             [______________________________],
                                                 as Certificate Registrar



                                             By: _____________________________
                                                   Authorized Representative

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

                                             [______________________________],
                                                  as Authenticating Agent



                                             By: _______________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ---------------------------------------
                                         Signature by or on behalf of Assignor



                                        ---------------------------------------
                                         Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum              Class Principal Balance of the Class K Certificates as
                                                       of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Initial Certificate Principal Balance of this Class K
___________, 200_                                      Certificate as of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                       Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.                                        CUSIP No. ___________
----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N AND THE
CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND
EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the

<PAGE>

amount required to be distributed to the Holders of the Class K Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class K Certificates will be made by the
Trustee, by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class K Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class K Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class K Certificates are exchangeable for new

<PAGE>

Class K Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class K Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class K Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class K Certificate without
registration or qualification. Any Class K Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class K Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class K Certificates, 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 Class
K 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.

<PAGE>

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the

<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  _____________

                                            [_______________________________],
                                                 as Certificate Registrar



                                            By: _______________________________
                                                  Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

                                              [______________________________],
                                                   as Authenticating Agent



                                              By: _____________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                         ---------------------------------------
                                          Signature by or on behalf of Assignor



                                         ---------------------------------------
                                          Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                     <C>
-----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum               Class Principal Balance of the Class L Certificates as
                                                        of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of          Initial Certificate Principal Balance of this Class L
___________, 200_                                       Certificate as of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                        Aggregate Stated Principal Balance of the Mortgage
                                                        Loans as of the Cut-Off Date: $___________
-----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                           Trustee: ___________
-----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-----------------------------------------------------------------------------------------------------------------
Certificate No.                                         CUSIP No. ___________
-----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N
AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the


<PAGE>

amount required to be distributed to the Holders of the Class L Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class L Certificates will be made by the
Trustee, by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class L Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class L Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class L Certificates are exchangeable for new

<PAGE>

Class L Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class L Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class L Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class L Certificate without
registration or qualification. Any Class L Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class L Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class L Certificates, 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 Class
L 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.

<PAGE>

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the

<PAGE>

obligations, rights and remedies of the Holder hereof shall be determined in
accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ______________

                                              [______________________________],
                                                   as Certificate Registrar



                                              By: ____________________________
                                                  Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class L Certificates referred to in the
within-mentioned Agreement.


                                              [_____________________________],
                                                   as Authenticating Agent



                                              By: ____________________________
                                                  Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ---------------------------------------
                                         Signature by or on behalf of Assignor



                                        ---------------------------------------
                                         Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: __________% per annum               Class Principal Balance of the Class M Certificates as
                                                       of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Initial Certificate Principal Balance of this Class M
___________, 200_                                      Certificate as of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                       Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.                                        CUSIP No. ___________
----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED

<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS N AND THE CLASS O CERTIFICATES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the


<PAGE>

amount required to be distributed to the Holders of the Class M Certificates on
the applicable Distribution Date pursuant to the Agreement. All distributions
made under the Agreement on the Class M Certificates will be made by the
Trustee, by wire transfer of immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class M Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class M Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class M Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

<PAGE>

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class M Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class M Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class M Certificate without
registration or qualification. Any Class M Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class M Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class M Certificates, 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 Class
M Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or the Certificate Registrar
may treat the Person in whose name this Certificate is

<PAGE>

registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ________________

                                            [_____________________________],
                                               as Certificate Registrar



                                            By: ___________________________
                                                 Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

                                               [_____________________________],
                                                    as Authenticating Agent



                                               By: ____________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                         ---------------------------------------
                                          Signature by or on behalf of Assignor




                                         ---------------------------------------
                                          Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                               CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum              Class Principal Balance of the Class N Certificates as
                                                       of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Initial Certificate Principal Balance of this Class N
___________, 200_                                      Certificate as of the Closing Date: $___________
----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                       Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.                                        CUSIP No. ___________
----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS

<PAGE>

CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING

<PAGE>

CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS O CERTIFICATES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made commencing on the first Distribution Date specified above, to the

<PAGE>

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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class N Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class N Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class N Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

<PAGE>

                  The Class N Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class N Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class N Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class N Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class N Certificate without
registration or qualification. Any Class N Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class N Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class N Certificates, 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 Class
N Certificates.

<PAGE>

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

<PAGE>

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  _____________

                                             [__________________________],
                                               as Certificate Registrar



                                             By: ____________________________
                                                   Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

                                              [__________________________],
                                                   as Authenticating Agent



                                              By: ______________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                        ---------------------------------------
                                         Signature by or on behalf of Assignor



                                        ---------------------------------------
                                         Signature Guaranteed

<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.



<PAGE>


                               CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                     <C>
-----------------------------------------------------------------------------------------------------------------
Pass-Through Rate: ___________% per annum               Class Principal Balance of the Class O Certificates as
                                                        of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of          Initial Certificate Principal Balance of this Class O
___________, 200_                                       Certificate as of the Closing Date: $___________
-----------------------------------------------------------------------------------------------------------------
Closing Date:  ___________, 200_                        Aggregate Stated Principal Balance of the Mortgage
                                                        Loans as of the Cut-Off Date: $___________
-----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                           Trustee: ___________
-----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-----------------------------------------------------------------------------------------------------------------
Certificate No.                                         CUSIP No. ___________
-----------------------------------------------------------------------------------------------------------------
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
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 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 DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED

<PAGE>

BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
XC CERTIFICATES, THE CLASS XP CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS
C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F
CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J
CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M
CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

<PAGE>

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class O Certificates on the applicable

<PAGE>

Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class O Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  Interest accrued on this Certificate during an Interest
Accrual Period, plus any unpaid interest shortfall with respect to this
Certificate for any prior Distribution Date, if any, will be payable on the
related Distribution Date to the extent provided in the Agreement. The "Interest
Accrual Period" with respect to any Distribution Date and with respect to the
Class O Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Class O Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class O Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

<PAGE>

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class O Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class O Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class O Certificate without
registration or qualification. Any Class O Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class O Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class O Certificates, 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 Class
O Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee, and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is

<PAGE>

registered as the owner hereof for all purposes whatsoever and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>


                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ____________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By: ______________________________
                                                    Authorized Representative

<PAGE>


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

                                              [______________________________],
                                                   as Authenticating Agent



                                              By: _____________________________
                                                    Authorized Representative

<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                         _______________________________________
                                         Signature by or on behalf of Assignor



                                         _______________________________________
                                         Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>


                              CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                         <C>
---------------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of __________,  Percentage Interest evidenced by this Class R-I
200_                                                        Certificate: 100%
---------------------------------------------------------------------------------------------------------------------
Closing Date: __________, 200_                              Aggregate Stated Principal Balance of the Mortgage
                                                            Loans as of the Cut-Off Date: $__________
---------------------------------------------------------------------------------------------------------------------
First Distribution Date: __________, 200_
---------------------------------------------------------------------------------------------------------------------
Master Servicer:  __________                                Trustee: __________
---------------------------------------------------------------------------------------------------------------------
Special Servicer: __________
---------------------------------------------------------------------------------------------------------------------
Certificate No.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS XC, CLASS XP, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE

<PAGE>

PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

                  This certifies that [_________] is the registered owner of the
Percentage Interest evidenced by this Class R-I Certificate (as specified above)
in that certain beneficial ownership interest evidenced by all the Class R-I
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

<PAGE>

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-I Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class R-I Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-I Certificates are
exchangeable for new Class R-I Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-I Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance

<PAGE>

thereof or the initial transfer thereof by the Depositor, the Underwriters or
their affiliates), then the Certificate Registrar shall refuse to register such
transfer unless it receives either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to
the Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-I
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class R-I Certificate without registration or qualification. Any Class R-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Class R-I Certificate or any interest
therein shall be made to (A) a Plan or (B) any Person who is directly or
indirectly purchasing the Class R-I Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan (including,
without limitation, any insurance company using assets in its general or
separate account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

                  This Certificate represents an interest in the "residual
interest" in REMIC as defined in the Agreement. Each Person who has or who
acquires any Ownership Interest in this Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have agreed to be bound
by the provisions of Section 5.02(d) of the Agreement and, if any purported
Transferee shall become a Holder of this Certificate in violation of the
provisions of such Section 5.02(d), to have irrevocably authorized the Trustee,
under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person
other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer and the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the Certificate Registrar shall require delivery to it, and
shall not register the Transfer of this Certificate until its receipt of, an
affidavit and agreement substantially in the form attached as

<PAGE>

Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement") from the
proposed Transferee, in form and substance satisfactory to the Certificate
Registrar, representing and warranting, among other things, that such Transferee
is a Permitted Transferee, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in
this Certificate, it will endeavor to remain a Permitted Transferee, and that it
has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be
bound by them. Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in this Certificate to such
proposed Transferee shall be effected. The proposed Transferor must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby,
(C)it intends to pay any taxes associated with holding this certificate as they
become due, and (D) it will not transfer this certificate to any person or
entity that does not provide a similar affidavit. Any purported transfer to a
disqualified organization or other person that is not a permitted transferee or
otherwise in violation of these restrictions shall be absolutely null and void
and shall vest no rights in any purported transferee. If this certificate
represents a "non-economic residual interest", as defined in Treasury
Regulations Section 1.860E-1(c), transfers of this certificate may be
disregarded for federal income tax purposes. In order to satisfy a regulatory
safe harbor under which such transfers will not be disregarded, the transferor
may be required, among other things, to satisfy itself as to the financial
condition of the proposed transferee and either to transfer at a minimum price
or to an eligible transferee as specified in regulations.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest unless it
provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit I-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Master Servicer
and the Trustee written notice that it is a "pass-through interest holder"
within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition

<PAGE>

to or elimination of such provisions (but in no event at the expense of the
Trust Fund), to the effect that such modification of, addition to or elimination
of such provisions will not cause the Trust Fund to (x) cease to qualify as two
REMICs or (y) be subject to an entity-level tax caused by the transfer of this
Class R-I Certificate to a Person which is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the transfer of this Class R-I Certificate to a Person which is
not a Permitted Transferee.

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

                  A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation or partnership, including any entity treated as a
corporation or a partnership for United States federal income tax purposes,
created or organized in, or under the laws of, the United States, any state or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations are enacted that provide otherwise), an estate whose income is
includable in gross income for United States federal income tax purposes
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-I Certificates, 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 Class
R-I Certificates.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is

<PAGE>

registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  _____________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By: ____________________________
                                                  Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By: ____________________________
                                                   Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                             CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                     <C>
-----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of          Percentage Interest evidenced by this Class R-II
___________, 200_                                       Certificate: 100%
-----------------------------------------------------------------------------------------------------------------
Closing Date: ___________, 200_                         Aggregate Stated Principal Balance of the Mortgage
                                                        Loans as of the Cut-Off Date: $___________
-----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                           Trustee: ___________
-----------------------------------------------------------------------------------------------------------------
Special Servicer: ___________
-----------------------------------------------------------------------------------------------------------------
Certificate No. 1
-----------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS XC, CLASS XP, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND THE CLASS O
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE

<PAGE>

PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

                  This certifies that [_________] is the registered owner of the
Percentage Interest evidenced by this Class R-II Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-II Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

<PAGE>

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-II Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

                  The Class R-II Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-II Certificates are
exchangeable for new Class R-II Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-II Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance

<PAGE>

thereof or the initial transfer thereof by the Depositor, the Underwriters or
their affiliates), then the Certificate Registrar shall refuse to register such
transfer unless it receives either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 to the Agreement, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit G-2
or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to
the Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-II
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class R-II Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Class R-II Certificate or any interest
therein shall be made to (A) a Plan or (B) any Person who is directly or
indirectly purchasing the Class R-II Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan (including,
without limitation, any insurance company using assets in its general or
separate account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

                  This Certificate represents an interest in the "residual
interest" in REMIC II, as defined in the Agreement. Each Person who has or who
acquires any Ownership Interest in this Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have agreed to be bound
by the provisions of Section 5.02(d) of the Agreement and, if any purported
Transferee shall become a Holder of this Certificate in violation of the
provisions of such Section 5.02(d), to have irrevocably authorized the Trustee,
under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person
other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer and the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the Certificate Registrar shall require delivery to it, and
shall not register the Transfer of this Certificate until its receipt of, an
affidavit and agreement substantially in the form attached as

<PAGE>

Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement") from the
proposed Transferee, in form and substance satisfactory to the Certificate
Registrar, representing and warranting, among other things, that such Transferee
is a Permitted Transferee, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in
this Certificate, it will endeavor to remain a Permitted Transferee, and that it
has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be
bound by them. Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in this Certificate to such
proposed Transferee shall be effected. The proposed Transferor must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby,
(C)it intends to pay any taxes associated with holding this certificate as they
become due, and (D) it will not transfer this certificate to any person or
entity that does not provide a similar affidavit. Any purported transfer to a
disqualified organization or other person that is not a permitted transferee or
otherwise in violation of these restrictions shall be absolutely null and void
and shall vest no rights in any purported transferee. If this certificate
represents a "non-economic residual interest", as defined in Treasury
Regulations Section 1.860E-1(c), transfers of this certificate may be
disregarded for federal income tax purposes. In order to satisfy a regulatory
safe harbor under which such transfers will not be disregarded, the transferor
may be required, among other things, to satisfy itself as to the financial
condition of the proposed transferee and either to transfer at a minimum price
or to an eligible transferee as specified in regulations.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership
Interest herein and (y) not to transfer its Ownership Interest unless it
provides to the Certificate Registrar a certificate substantially in the form
attached as Exhibit I-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Master Servicer
and the Trustee written notice that it is a "pass-through interest holder"
within the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition

<PAGE>

to or elimination of such provisions (but in no event at the expense of the
Trust Fund), to the effect that such modification of, addition to or elimination
of such provisions will not cause the Trust Fund to (x) cease to qualify as two
REMICs or (y) be subject to an entity-level tax caused by the Transfer of any
Class R-II Certificate to a Person which is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the transfer of this Class R-II Certificate to a Person which is
not a Permitted Transferee.

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

                  A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation or partnership, including any entity treated as a
corporation or a partnership for United States federal income tax purposes,
created or organized in, or under the laws of, the United States, any state or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations are enacted that provide otherwise), an estate whose income from is
includable in gross income for United States federal income tax purposes
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-II Certificates, 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 Class
R-II Certificates.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is

<PAGE>

registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates entitled to at least __ of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, without the consent of
the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  __________

                                              [_______________________________],
                                                   as Certificate Registrar



                                              By: ______________________________
                                                    Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

                                              [______________________________],
                                                   as Authenticating Agent



                                              By: _____________________________
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                              CLASS Z-I CERTIFICATE

             CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                    <C>
----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of         Percentage Interest evidenced by this Class Z-I
___________, 200_                                      Certificate: 100%
----------------------------------------------------------------------------------------------------------------
Closing Date: ___________, 200_                        Aggregate Stated Principal Balance of the Mortgage
                                                       Loans as of the Cut-Off Date: $___________
----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                          Trustee: ___________
----------------------------------------------------------------------------------------------------------------
Special Servicer:  ___________
----------------------------------------------------------------------------------------------------------------
Certificate No.
----------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

                  This certifies that Merrill Lynch Mortgage Lending, Inc. is
the registered owner of the Percentage Interest evidenced by this Class Z-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class Z-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Merrill Lynch Mortgage Investors, Inc. (herein called the
"Depositor", which term includes any successor entity under the Agreement),
[_________] (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Special
Servicer", which term includes any successor entity under the Agreement),
[_________] (herein called the "Trustee", which term includes any successor
entity under the Agreement), and [_________] (herein called the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class Z-I Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class Z-I Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or

<PAGE>

otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries of Additional Interest payable on Merrill
Mortgage Loans, all as more specifically set forth herein and in the Agreement.

                  The Class Z-I Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class Z-I Certificates are
exchangeable for new Class Z-I Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  Any distribution to the Holder of this Certificate is binding
on such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class Z-I Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such

<PAGE>

transfer from the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class Z-I Certificate without
registration or qualification. Any Class Z-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Z-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class Z-I Certificates, 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 Class
Z-I Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Merrill Lynch Mortgage Lending, Inc. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement

<PAGE>

at any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least __
of the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and a grantor trust,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  ____________

                                            [_______________________________],
                                                 as Certificate Registrar



                                            By: ______________________________
                                                   Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class Z-I Certificates referred to in the
within-mentioned Agreement.

                                              [_______________________________],
                                                   as Authenticating Agent



                                              By: ______________________________
                                                    Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by
________________________________, the Assignee named above, or
____________________________________, as its agent.



<PAGE>


                             CLASS Z-II CERTIFICATE

            CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 200_-_____

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of multifamily and commercial mortgage loans (the
"Mortgage Loans"), such pool being formed and sold by

                          MERRILL LYNCH MORTGAGE TRUST

<TABLE>
<CAPTION>
<S>                                                     <C>
-----------------------------------------------------------------------------------------------------------------
Date of Pooling and Servicing Agreement: as of          Percentage Interest evidenced by this Class Z-II
___________, 200_                                       Certificate: 100%
-----------------------------------------------------------------------------------------------------------------
Closing Date: ___________, 200_                         Aggregate Stated Principal Balance of the Mortgage
                                                        Loans as of the Cut-Off Date: $___________
-----------------------------------------------------------------------------------------------------------------
First Distribution Date: ___________, 200_
-----------------------------------------------------------------------------------------------------------------
Master Servicer:  ___________                           Trustee: ___________
-----------------------------------------------------------------------------------------------------------------
Special Servicer:  ___________
-----------------------------------------------------------------------------------------------------------------
Certificate No.
-----------------------------------------------------------------------------------------------------------------
</TABLE>

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., [_________], [_________], [_________] OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

                  This certifies that [_________] is the registered owner of the
Percentage Interest evidenced by this Class Z-II Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
Z-II Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), [_________] (herein called the "Master
Servicer", which term includes any successor entity under the Agreement),
[_________]. (herein called the "Special Servicer", which term includes any
successor entity under the Agreement), [_________] (herein called the "Trustee",
which term includes any successor entity under the Agreement), and [_________]
(herein called the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th business day after the related Determination Date (each, a
"Distribution Date"). With respect to each Distribution Date, the Determination
Date is the __ day of each month, or if such __ day is not a business day, the
next succeeding Business Day (each, a "Determination Date"). Distributions will
be made 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"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class Z-II Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class Z-II Certificates will be made by the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or

<PAGE>

otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.

                  The Certificates are limited in right of distribution to
certain collections and recoveries of Additional Interest payable on [Seller]
Mortgage Loans, all as more specifically set forth herein and in the Agreement.

                  The Class Z-II Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class Z-II Certificates are
exchangeable for new Class Z-II Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  Any distribution to the Holder of this Certificate is binding
on such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class Z-II Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such

<PAGE>

transfer from the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class Z-II
Certificate without registration or qualification. Any Class Z-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No service charge will be imposed for any registration of
transfer or exchange of Class Z-II Certificates, 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 Class
Z-II Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of [_________________________] or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.

                  The Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes whatsoever and none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any
such agent shall be affected by notice to the contrary.

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Closing Date specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer and the
Trustee and the rights of the Certificateholders under the Agreement

<PAGE>

at any time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least __
of the Voting Rights allocated to the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and a grantor trust,
without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated:  [_________]

                                          [_______________________________],
                                               as Certificate Registrar



                                          By: _____________________________
                                                Authorized Representative

<PAGE>



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class Z-II Certificates referred to in the
within-mentioned Agreement.

                                            [________________________________],
                                                 as Authenticating Agent



                                            By: _______________________________
                                                   Authorized Representative

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated:  _________________________




                                         ---------------------------------------
                                          Signature by or on behalf of Assignor



                                         ---------------------------------------
                                          Signature Guaranteed

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The Assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

                  Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

                  This information is provided by _____________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                    EXHIBIT B
                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
MORTGAGE LOAN                                                                             CUT-OFF
   NUMBER        PROPERTY NAME     ADDRESS     CITY     STATE     ZIP CODE    COUNTY    DATE BALANCE
----------------------------------------------------------------------------------------------------
<S>              <C>               <C>        <C>       <C>        <C>        <C>       <C>











<CAPTION>
                                                                         BALLOON LOAN     SECURED BY     MASTER
MORTGAGE LOAN  PERIODIC  MORTGAGE  ORIGINAL  REMAINING  MATURITY DATE      REMAINING      GROUND LEASE  SERVICING  ARD LOAN   ARD
   NUMBER      PAYMENT     RATE      TERM      TERM      OR ARD DATE   AMORTIZATION TERM      (Y/N)      FEE RATE    (Y/N)    DATE
   -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>        <C>            <C>                <C>            <C>        <C>       <C>
















</TABLE>






                                       B-1
<PAGE>






<TABLE>
<CAPTION>
                                    INSURED BY LEASE                         SECURED BY  INTEREST  PAYMENTS
MORTGAGE  ADDITIONAL    MORTGAGE  ENHANCEMENT POLICY OR          DEFEASANCE   A LETTER    RESERVE   MADE TO   INITIAL     INITIAL
  LOAN   INTEREST RATE    LOAN    ENVIRONMENTAL POLICY  CROSSED     LOAN      OF CREDIT    LOAN    A LOCKBOX  REPAIR   ENVIRONMENTAL
 NUMBER  FOR ARD LOAN    SELLER           (Y/N)          (Y/N)      (Y/N)       (Y/N)      (Y/N)     (Y/N)    RESERVE     RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>        <C>            <C>      <C>       <C>            <C>        <C>       <C>













</TABLE>












                                      B-2
<PAGE>




<TABLE>
<CAPTION>
MORTGAGE  INITIAL     ONGOING     ONGOING   AGGREGATE                                               SPECIFIC    ORIGINAL   INTEREST
  LOAN     TI/LC    REPLACEMENT    TI/LC      TI/LC     NUMBER       UNIT       GRACE    PROPERTY   PROPERTY    PRINCIPAL   ACCRUAL
 NUMBER   RESERVE     RESERVE     RESERVE     AMOUNT   OF UNITS   MEASUREMENT   PERIOD     TYPE       TYPE       BALANCE    METHOD
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>           <C>       <C>         <C>       <C>           <C>      <C>        <C>         <C>         <C>








</TABLE>




                                      B-3
<PAGE>



                                   EXHIBIT C-1

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY










                                      C-1-1

<PAGE>

                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]


Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080
Attention: ______________


[_______________________]
[address]
[address]
Attention:   Merrill Lynch Mortgage Trust
             Commercial Mortgage Pass-Through Certificates, Series 200_-____


[_______________________]
[address]
[address]


[_______________________]
[address]
[address]



Re:          Merrill Lynch Mortgage Trust
             Commercial Mortgage Pass-Through Certificates, Series 200_-____

Ladies and Gentlemen:

[___________], as Trustee, hereby certifies to the above referenced parties
that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule,
except as specifically identified in the schedule of exceptions annexed hereto,
(i) without regard to the proviso in the definition of "Mortgage File," all
documents specified in clauses (i), (ii), (iv)(a), (v) and (vii), and to the
extent provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee to be required, clauses (iii), (iv)(b), (iv)(c), (vi),
(viii) and (ix) of the definition of "Mortgage File" are in its possession, (ii)
all documents delivered or caused to be delivered by the applicable Mortgage
Loan Seller constituting the related Mortgage. File have been reviewed


                                      C-2-1
<PAGE>

by it and appear regular on their face and appear to relate to such Mortgage
Loan, (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule for such Mortgage Loan
with respect to the items specified in clauses (v) and (vi)(c) of the definition
of "Mortgage Loan Schedule" is correct.

None of the Trustee, the Master Servicer, the Special Servicer or any Custodian
is under any duty or obligation to inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Mortgage
Loans delivered to it to determine that the same are valid, legal, effective,
genuine, enforceable, in recordable form, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them under the Pooling and Servicing Agreement.

                                          Respectfully,  [____________________]

                                                   ----------------------------
                                             Name:
                                                   ----------------------------
                                             Title:
                                                   ----------------------------


                                     C-2-2
<PAGE>



                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                          [Date]
[_____________________]
[addresss]
[address]
Attn: _____________________________

Re:      Merrill Lynch Mortgage Trust,
         Commercial Mortgage Pass-Through Certificates, Series 200_-____

Ladies and Gentlemen:

         In connection with the administration of the Mortgage Files held by you
as Trustee under a certain Pooling and Servicing Agreement dated as of ______,
200_ (the "Pooling and Servicing Agreement"), by and among Merrill Lynch
Mortgage Investors, Inc., as Depositor, [__________], as Master Servicer,
[__________], as Special Servicer, [__________], as fiscal agent, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

             The Mortgage File should be delivered to the following:


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

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

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


                                   Attn:
                                         --------------------------------------

                                   Phone:
                                         --------------------------------------


                                     D-1-1
<PAGE>

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____ 1.          Mortgage Loan paid in full.

                  The Master Servicer hereby certifies that all amounts received
                  in connection with the Mortgage Loan that are required to be
                  credited to the Certificate Account pursuant to the Pooling
                  and Servicing Agreement have been or will be so credited.

_____ 2.          Other.  (Describe)


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

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

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

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


         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                  [__________]
                                  as Master Servicer
                                  By:
                                      -----------------------------------------
                                      Name
                                            -----------------------------------

                                      Title:
                                            -----------------------------------



                                     D-1-2
<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                          [Date]
[__________]
[address]
[address]
Attn:  ____________________________________

       Re:  Merrill Lynch Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 200_ -____

Ladies and Gentlemen:

         In connection with the administration of the Mortgage Files held by you
as Trustee under a certain Pooling and Servicing Agreement dated as of ______,
200_ (the "Pooling and Servicing Agreement"), by and among Merrill Lynch
Mortgage Investors, Inc., as Depositor, [__________], as Master Servicer,
L[__________], as Special Servicer, [__________], as fiscal agent, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

            The Mortgage File should be delivered to the following:



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

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

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


                                 Attn:
                                        ---------------------------------------

                                 Phone:
                                        ---------------------------------------


                                     D-2-1
<PAGE>

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____ 1.          Mortgage Loan is being foreclosed.

_____ 2.          Other.  (Describe)

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

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

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

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


         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                [----------]
                                as Special Servicer

                                By:
                                   --------------------------------------------

                                   Name
                                         --------------------------------------
                                   Title:
                                         --------------------------------------



                                      D-2-2
<PAGE>


                                    EXHIBIT E

                 CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

         "Net Cash Flow" shall mean the revenue derived from the use and
operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

         In determining vacancy for the "revenue" component of Net Cash Flow for
each Rental Property, the Special Servicer shall rely on the most recent rent
roll supplied by the related borrower and where the actual vacancy shown thereon
and the market vacancy is less than _%, the Special Servicer shall assume a _%
vacancy in determining revenue from rents, except that in the case of certain
anchored shopping centers, space occupied by anchor or single tenants or other
large tenants shall be disregarded in performing the vacancy adjustment due to
the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than __%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed ___% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of _%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

         In determining the "expense" component of Net Cash Flow for each
Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements
supplied by the related borrower, except that (a) if tax or insurance expense
information more current than that reflected in the financial statements is
available, the newer information shall be used, (b) with respect to each
Mortgaged Property, property management fees shall be assumed to be _% to _% of
effective gross revenue (except with respect to hospitality properties, where a
minimum of __% of gross receipts shall be




                                       E-1
<PAGE>

assumed, and with respect to limited service hospitality properties, where a
minimum of __ % of gross receipts shall be assumed and, with respect to single
tenant properties, where fees as low as 3% of effective gross receipts shall be
assumed), (c) assumptions shall be made with respect to reserves for leasing
commission, tenant improvement expenses and capital expenditures and (d)
expenses shall be assumed to include annual replacement reserves. In addition,
in some instances, the Special Servicer may recharacterize as capital
expenditures those items reported by borrowers as operating expenses (thus
increasing "net cash flow") where determined appropriate.


                                       E-2
<PAGE>




                                    EXHIBIT F

                        FORM OF UPDATED COLLECTION REPORT

                            UPDATED COLLECTION REPORT

Servicer
[----------]

For the Collection Period Ending:
Master Servicer Remittance Date
UPDATED COLLECTION REPORT

-------------------------------------------------------------------------
PRIMARY  PROSPECTUS  PRIMARY  SCHEDULED  SCHEDULED   CURRENT    CURRENT
SERVICER    LOAN      LOAN    PRINCIPAL   INTEREST  PRINCIPAL  INTEREST
   ID      NUMBER    NUMBER   AMOUNT       AMOUNT    ADVANCE    ADVANCE
-------------------------------------------------------------------------

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














-----------------------------------------------------------------------
   PAID TO     UPDATED   PRIMARY     SUB      MASTER
   DATE AT     PAID TO   SERVICER  SERVICER  SERVICER  RETAINED   NET
DETERMINATION   DATE       FEES      FEES      FEES      FEES   ADVANCE
-----------------------------------------------------------------------

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













                                       F-1


<PAGE>



                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [Date]
[__________]
[address]
[address]
Attn: _________________________

      Re:    Merrill Lynch Mortgage Trust,
             Commercial Mortgage Pass-Through Certificates,
             Series 200_-____ (the "Certificates")


Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by the
"Transferor" to (the "Transferee") of a Certificate (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
__________, 200_ (the "Closing Date") of $ evidencing a % percentage interest in
the Class to which it belongs. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of _______, 200_, among Merrill Lynch Mortgage Investors, Inc., as depositor,
[_____________], as master servicer, [_____________], as special servicer,
[_____________], as trustee, and [_____________], as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

                  1. The Transferor is the lawful owner of the Transferred
         Certificate with the full right to transfer such Certificate free from
         any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of any
         Certificate, any interest in any Certificate or any other similar
         security to any person in any manner, (b) solicited any offer to buy or
         accepted a transfer, pledge or other disposition of any Certificate,
         any interest in any Certificate or any other similar security from any
         person in any manner, (c) otherwise approached or negotiated with
         respect to any Certificate, any interest in any Certificate or any
         other similar security with any person in any manner, (d) made any
         general solicitation by means of general advertising or in any other
         manner, or (e) taken any other action, which (in the case of any of the
         acts described in clauses (a) through (e) hereof) would constitute a
         distribution of any Certificate under the Securities Act of 1933, as
         amended (the "Securities Act"), or would render the disposition of any
         Certificate a violation of Section 5 of the Securities Act or any state
         securities laws, or would require registration or qualification of any
         Certificate pursuant to the Securities Act or any state securities
         laws.


                                     G-1-1
<PAGE>

                                             Very truly yours,




                                             ----------------------------------
                                                       (Transferor)

                                             By:
                                                -------------------------------

                                             Name:
                                                   ----------------------------
                                             Title:
                                                   ----------------------------



                                      G-1-2
<PAGE>




                                   EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBS
                                                                          [Date]
[__________]
[address]
[address]
Attn: _________________________

Re:   Merrill Lynch Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates,
      Series 200_-____ (the "Certificates")


Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee") of a Certificate (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
________, 200_ (the "Closing Date") of $______evidencing a __% percentage
interest in the Class to which it belongs. The Certificates were issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of ______, 200_, among Merrill Lynch Mortgage Investors, Inc., as
depositor, [_____________], as master servicer, [___________], as special
servicer, [___________], as trustee, and [___________], as fiscal agent. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

                  1. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A ("Rule 144A") under the Securities Act of
         1933, as amended (the "Securities Act") and has completed one of the
         forms of certification to that effect attached hereto as Annex 1 and
         Annex 2. The Transferee is aware that the sale to it is being made in
         reliance on Rule 144A. The Transferee is acquiring the Transferred
         Certificate for its own account or for the account of a qualified
         institutional buyer, and understands that such Certificate may be
         resold, pledged or transferred only (i) to a person reasonably believed
         to be a qualified institutional buyer that purchases for its own
         account or for the account of a qualified institutional buyer to whom
         notice is given that the resale, pledge or transfer is being made in
         reliance on Rule 144A, or (ii) pursuant to another exemption from
         registration under the Securities Act.

                  2. [For Class E, Class F, Class G, Class XC or Class XP
         Certificates.] [The Transferee either (A) is not an "employee benefit
         plan" subject to Title I of ERISA or a "plan" described by Section
         4975(e)(1) of the Code or any other retirement plan or other employee
         benefit plan or arrangement subject to any federal, state or local law
         materially similar to the foregoing provisions of ERISA and the Code,
         or any entity deemed to hold plan assets of the foregoing by reason of
         a plan's investment in such entity (each, a "Plan") or (B) (1)
         qualifies as an accredited investor as defined in Rule 501(a)(1) of


                                     G-2-1
<PAGE>

         Regulation D under the Securities Act and satisfies all the
         requirements of the Exemptions as in effect at the time of such
         transfer or (2) is an insurance company general account that is
         eligible for, and satisfies all of the requirements for, exemptive
         relief under Sections I and III of Department of Labor Prohibited
         Transaction Class Exemption 95-60. The Transferee will not transfer
         the transferred certificate in violation of the foregoing.]

                  [For Class H, Class J, Class K, Class L, Class M, Class N or
         Class O Certificates] [The Transferee either (A) is not an "employee
         benefit plan" subject to Title I of ERISA or a "plan" described by
         Section 4975(e)(1) of the Code or any other retirement plan or other
         employee benefit plan or arrangement subject to any federal, state or
         local law materially similar to the foregoing provisions of ERISA and
         the Code, or any entity deemed to hold plan assets of the foregoing by
         reason of a plan's investment in such entity (each, a "Plan") or (B) is
         an insurance company general account which is eligible for, and
         satisfies all of the requirements for, exemptive relief under Sections
         I and III of Department of Labor Prohibited Transaction Class Exemption
         95-60. The Transferee will not transfer the transferred certificate in
         violation of the foregoing.]

                  3. The Transferee has been furnished with all information
         regarding (a) the Certificates and distributions thereon, (b) the
         nature, performance and servicing of the Mortgage Loans, (c) the
         Pooling and Servicing Agreement, and (d) any credit enhancement
         mechanism associated with the Certificates, that it has requested.

                  4. The Transferee has been furnished a copy of the Private
         Placement Memorandum dated _________, 200_ and has read such Private
         Placement Memorandum.

                  5. The Transferee understands that it may not sell or
         otherwise transfer any portion of its interest in the Transferred
         Certificate except in compliance with the provisions of Section 5.02 of
         the Pooling and Servicing Agreement, which provisions it has carefully
         reviewed, and that the Transferred Certificate will bear legends
         substantially to the following effect:

                  [In the case of the Unregistered Certificates]: THE
                  CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR
                  OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
                  REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
                  TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
                  QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
                  5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
                  HEREIN.





                                     G-2-2
<PAGE>

                  -AND-

                  [In the case of Class R-I, Class R-II, Class Z-I or Class Z-II
                  Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
                  THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT
                  TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY SECTION
                  4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
                  EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
                  STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING
                  PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED TO HOLD
                  PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT
                  IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
                  CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
                  FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
                  TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

                  [In the case of Class H, Class J, Class K, Class L, Class M,
                  Class N or Class O Certificates]: NO TRANSFER OF THIS
                  CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
                  "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A
                  "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE CODE, OR ANY
                  OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
                  ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
                  MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND
                  THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE
                  FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY
                  (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY GENERAL
                  ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
                  REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
                  DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
                  95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
                  DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
                  SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
                  VIOLATION OF THE FOREGOING.

                  6. Neither the Transferee nor anyone acting on its behalf has
         (a) offered, pledged, sold, disposed of or otherwise transferred any
         Certificate, any interest in any Certificate or any other similar
         security to any person in any manner, (b) solicited any offer to buy or
         accept a pledge, disposition or other transfer of any Certificate, any
         interest in any Certificate or any other similar security from any
         person in any manner, (c) otherwise approached or negotiated with
         respect to any Certificate, any interest in any Certificate or any
         other similar security with any person in any manner, (d) made any


                                     G-2-3
<PAGE>

         general solicitation by means of general advertising or in any other
         manner, or (e) taken any other action, that (in the case of any of the
         acts described in clauses (a) through (e) above) would constitute a
         distribution of any Certificate under the Securities Act, would render
         the disposition of any Certificate a violation of Section 5 of the
         Securities Act or any state securities law or would require
         registration or qualification of any Certificate pursuant thereto. The
         Transferee will not act, nor has it authorized or will it authorize any
         person to act, in any manner set forth in the foregoing sentence with
         respect to any Certificate.


                                             Very truly yours,


                                             ----------------------------------
                                                       (Transferee)

                                             By:
                                                -------------------------------

                                             Name:
                                                   ----------------------------
                                             Title:
                                                   ----------------------------


                                      G-2-4

<PAGE>


                             ANNEX 1 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [________________], as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee"). ----------

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis $  /
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) [Transferee must own and/or invest on a discretionary
basis at least $100,000,000 in securities unless Transferee is a dealer, and, in
that case, Transferee must own and/or invest on, a discretionary basis at least
$10,000,000 in securities.] and (ii) the Transferee satisfies the criteria in
the category marked below.

_______  Corporation, etc. The Transferee is a corporation (other than a bank,
         savings and loan association or similar institution), business trust,
         partnership, or any organization described in Section 501(c)(3) of the
         Internal Revenue Code of 1986, as amended.

_______  Bank. The Transferee (a) is a national bank or a banking institution
         organized under the laws of any State, U.S. territory or the District
         of Columbia, the business of which is substantially confined to banking
         and is supervised by the State or territorial banking commission or
         similar official or is a foreign bank or equivalent institution, and
         (b) has an audited net worth of at least $25,000,000 as demonstrated in
         its latest annual financial statements, a copy of which is attached
         hereto, as of a date not more than 16 months preceding the date of sale
         of the Certificate in the case of a U.S. bank, and not more than 18
         months preceding such date of sale for a foreign bank or equivalent
         institution.

_______  Savings and Loan. The Transferee (a) is a savings and loan association,
         building and loan association, cooperative bank, homestead association
         or similar institution, which is supervised and examined by a State or
         Federal authority having supervision over any such institutions or is a
         foreign savings and loan association or equivalent institution and (b)
         has an audited net worth of at least $25,000,000 as demonstrated in its
         latest



                                      G-2-5
<PAGE>

         annual financial statements, a copy of which is attached hereto, as of
         a date not more than 16 months preceding the date of sale of the
         Certificate in the case of a U.S. savings and loan association, and not
         more than 18 months preceding such date of sale for a foreign savings
         and loan association or equivalent institution.

_______  Broker-dealer. The Transferee is a dealer registered pursuant to
         Section 15 of the Securities Exchange Act of 1934.

_______  Insurance Company. The Transferee is an insurance company whose primary
         and predominant business activity is the writing of insurance or the
         reinsuring of risks underwritten by insurance companies and which is
         subject to supervision by the insurance commissioner or a similar
         official or agency of a State, U.S. territory or the District of
         Columbia.

_______  State or Local Plan. The Transferee is a plan established and
         maintained by a State, its political subdivisions, or any agency or
         instrumentality of the State or its political subdivisions, for the
         benefit of its employees.

________ ERISA Plan. The Transferee is an employee benefit plan within the
         meaning of Title I of the Employee Retirement Income Security Act of
         1974, as amended.

________ Investment Advisor. The Transferee is an investment advisor registered
         under the Investment Advisers Act of 1940.

________ Other. (Please supply a brief description of the entity and a
         cross-reference to the paragraph and subparagraph under subsection
         (a)(1) of Rule 144A pursuant to which it qualifies. Note that
         registered investment companies should complete Annex 2 rather than
         this Annex 1.)

         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting


                                      G-2-6
<PAGE>

principles and if the investments of such subsidiaries are managed under the
Transferee's direction. However, such securities were not included if the
Transferee is a majority-owned, consolidated subsidiary of another enterprise
and the Transferee is not itself a reporting company under the Securities
Exchange Act of 1934.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.



                  Will the Transferee be purchasing the Transferred Certificate
   -----   -----  only for the Transferee's own account?
    Yes      No


         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.


         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                      Print Name of Transferee




                                      By:
                                         --------------------------------------
                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------
                                         Date:
                                               --------------------------------


                                      G-2-7
<PAGE>


                             ANNEX 2 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [_______________], as Certificate Registrar, with respect
to the mortgage pass-through certificate being transferred (the "Transferred
Certificate") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because the Transferee is
part of a Family of Investment Companies (as defined below), is an executive
officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

_______  The Transferee owned and/or invested on a discretionary basis $______
         in securities (other than the excluded securities referred to below) as
         of the end of the Transferee's most recent fiscal year (such amount
         being calculated in accordance with Rule 144A).

_______  The Transferee is part of a Family of Investment Companies which owned
         in the aggregate $______ in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year (such amount being calculated in accordance with
         Rule 144A).

         In the case of a Class R-I, Class R-II, Class Z-I or Class Z-II
Certificate, the Transferee is not an "employee benefit plan" subject to Title I
of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity.


                                      G-2-8
<PAGE>

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.



                  Will the Transferee be purchasing the Transferred Certificate
     -----  ----  only for the Transferee's own account?
      Yes    No


         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                      Print Name of Transferee or Advisor




                                      By:
                                         --------------------------------------

                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------



                                      G-2-9
<PAGE>

                                   EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE

                                  FOR NON-QIBS

[__________]
[address]
[address]
Attn:    _________________________


Re:      Merrill Lynch Mortgage Trust,
         Commercial Mortgage Pass-Through Certificates,
         Series 200_-____ (the "Certificates")
                                         ------------

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee") of a Certificate (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
____, 200_ (the "Closing Date") of $ evidencing a ___% percentage interest in
the Class to which it belongs. The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of ______, 200_, among Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor"), [______________], as master servicer, [_______________], as
special servicer, [_______________], as trustee, and [____________], as fiscal
agent. All terms used herein and not otherwise defined shall have the meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

         1. The Transferee is acquiring the Transferred Certificate for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. The Transferee understands that (a) the Certificates have not been
and will not be registered under the Securities Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee or the Certificate Registrar is obligated so to register or qualify the
Certificates and (c) the Certificates may not be resold or transferred unless
they are (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification and the Certificate Registrar has received either (A)
certifications from both the transferor and the transferee (substantially in the
forms attached to the Pooling and Servicing Agreement) setting forth the facts
surrounding the transfer or (B) an opinion of counsel satisfactory to the
Certificate Registrar with respect to the availability of such exemption (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in

                                      G-3-1

<PAGE>

their respective capacities as such), together with copies of the
certification(s) from the Transferor and/or Transferee setting forth the facts
surrounding the transfer upon which such opinion is based. Any holder of a
Certificate desiring to effect such a transfer shall, and upon acquisition of
such Certificate shall be deemed to have agreed to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in
compliance with the provisions of Section 5.02 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed, and that the Transferred
Certificate will bear legends substantially to the following effect:

         [In the case of Unregistered Certificates]: THE CERTIFICATE HAS NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR
OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         -AND-

         [In the case of Class R-I, Class R-II, Class Z-I or Class Z-II
Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN"
DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR
OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE,
OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

         [In the case of Class H, Class J, Class K, Class L, Class M, Class N or
Class O Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A
"PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN
OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE,
OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER


                                      G-3-2
<PAGE>

SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 ("PTE 95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Certificates and distributions thereon, (c) the Pooling
and Servicing Agreement, and (d) all related matters, that it has requested.

         6. The Transferee has been furnished a copy of the Private Placement
Memorandum dated _________, 200_ and has read such Private Placement Memorandum.

         7. The Transferee is an "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Certificates; the Transferee has sought
such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such an investment and can afford a complete loss of such investment.

         8. [For Class E, Class F, Class G, Class XC or Class XP Certificates.]
[The Transferee either (A) is not an "employee benefit plan" subject to Title I
of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and satisfies all the requirements of the Exemptions as
in effect at the time of such transfer or (2) is an insurance company general
account that is eligible for, and satisfies all of the requirements for,
exemptive relief under Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60. The Transferee will not transfer the
transferred certificate in violation of the foregoing.]



                                     G-3-3
<PAGE>

         9. [For Class H, Class J, Class K, Class L, Class M, Class N, and Class
O Certificates.] [The Transferee either (A) is not an "employee benefit plan"
subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of the
Code, or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state or local law materially similar to the foregoing
provisions of ERISA and the Code, or any entity deemed to hold plan assets of
the foregoing by reason of a plan's investment in such entity (each, a "Plan")
or (B) is an insurance company general account which is eligible for, and
satisfies all of the requirements for, exemptive relief under Sections I and III
of Department of Labor Prohibited Transaction Class Exemption 95-60. The
Transferee will not transfer the transferred certificate in violation of the
foregoing.]



                                      Very truly yours,



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


                                      By:
                                         --------------------------------------
                                                        (Transferee)

                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------




                                      G-3-4
<PAGE>


                                    EXHIBIT-H

                   FORM OF PROSPECTIVE TRANSFEREE CERTIFICATE

                                                                          [Date]
[__________]
[address]
[address]
Attn:    _________________________



Re:      Merrill Lynch Mortgage Trust,
         Commercial Mortgage Pass-Through Certificates,
         Series 200_-____ (the "Certificates")
                                         ------------


Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee") of the Class Certificates (the "Transferred
Certificate")' having an initial [principal balance] [notional amount] as of ___
___, 200_ (the "Closing Date") of $ evidencing a ____% interest in the Classes
to which they belong. The Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of ______ __, 200_ (the "Pooling and Servicing
Agreement"), among Merrill Lynch Mortgage Investors, Inc., as depositor, [Master
Servicer], as master servicer, [Special Servicer], as special servicer,
[Trustee], as trustee (the "Trustee"), and [Fiscal Agent], as fiscal agent.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you that:

     [For Class E, Class F, Class G, Class XC or Class XP Certificates.] [The
Transferee either (A) is not an "employee benefit plan" subject to Title I of
ERISA or a "plan" described by Section 4975(e)(1) of the Code or any other
retirement plan or other employee benefit plan or arrangement subject to any
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, or any entity deemed to hold plan assets of the foregoing by
reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and satisfies all the requirements of the Exemptions as
in effect at the time of such transfer or (2) is an insurance company general
account that is eligible for, and satisfies all of the requirements for,
exemptive relief under Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60. The Transferee will not transfer the
transferred certificate in violation of the foregoing.]

     [For Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates.] [The Transferee either (A) is not an "employee benefit plan"
subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of the
Code, or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state or local law materially


                                       H-1
<PAGE>

similar to the foregoing provisions of ERISA and the Code, or any entity deemed
to hold plan assets of the foregoing by reason of a plan's investment in such
entity (each, a "Plan") or (B) is an insurance company general account which is
eligible for, and satisfies all of the requirements for, exemptive relief under
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60. The Transferee will not transfer the transferred certificate in violation
of the foregoing.]

     [For Class R-I, Class R-II, Class Z-I or Class Z-II Certificates.] [The
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").]

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date first written above.



                                      -----------------------------------------
                                                [Name of Transferee]


                                      By:
                                         --------------------------------------

                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------


<PAGE>


                                   EXHIBIT I-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

                        PURSUANT TO SECTION 5.02(D)(I)(2)

STATE OF NEW YORK  )

                   )                 ss.:

COUNTY OF NEW YORK

     [NAME OF OFFICER], being first duly sworn, deposes, and represents and
warrants:

                      1. That he is a [Title of Officer] of [Name of Owner] (the
           "Owner"), a corporation duly organized and existing under the laws of
           the [State of ______] [the United States], and the owner of the
           Merrill Lynch Mortgage Investors, Inc., Commercial Mortgage
           Pass-Through Certificates, Series 200_-____, Class [R-I] [R-II]
           evidencing a ___% Percentage Interest in the Class to which its
           belongs (the "Class [R-I] [R-II]"). Capitalized terms used but not
           defined herein have the meanings assigned to such terms in the
           Pooling and Servicing Agreement dated as of ________, 200_, among
           Merrill Lynch Mortgage Investors, Inc., as Depositor, [Master
           Servicer], as Master Servicer, [Special Servicer], as Special
           Servicer, [Trustee], as Trustee, and [Fiscal Agent], as fiscal agent.

                      2. That the Owner (i) is and will be a "Permitted
           Transferee" as of , and (ii) is acquiring the Class [R-I] [R-II]
           Certificates for its own account or for the account of another Owner
           from which it has received an affidavit in substantially the same
           form as this affidavit. A "Permitted Transferee" is any person other
           than a "disqualified organization", a Plan or a Non-United States
           Person. For this purpose, a "disqualified organization" means any of
           the following: (i) the United States or a possession thereof, any
           State or any political subdivision thereof, or any agency or
           instrumentality of any of the foregoing (other than an
           instrumentality which is a corporation if all of its activities are
           subject to tax and, except of the FHLMC, a majority of its board of
           directors is not selected by such governmental unit), (ii) a foreign
           government, international organization, or any agency or
           instrumentality of either of the foregoing, (iii) any organization
           (except certain farmers' cooperatives described in Section 521 of the
           Internal Revenue Code of 1986, as amended (the "Code")) which is
           exempt from the tax imposed by Chapter 1 of the Code (unless such
           organization is subject to the tax imposed by Section 511 of the Code
           on unrelated business taxable income), (iv) rural electric and
           telephone cooperatives described in Section 1381 of the Code or (v)
           any other Person so designated by the Trustee or Certificate
           Registrar based upon an Opinion of Counsel that the holding of an
           Ownership Interest in a Class [R-I] [RII] Certificate by such Person
           may cause the Trust Fund or any Person having an Ownership Interest
           in any Class of Certificates, other than such Person, to incur a
           liability


                                      I-1-1
<PAGE>

           for any federal tax imposed under the Code that would not otherwise
           be imposed but for the Transfer of an Ownership Interest in a Class
           [R-I] [R-II] Certificate to such Person.

The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.

                                 A "Non-United States Person" is any Person
                      other than a United States Person. A "United States
                      Person" is a citizen or resident of the United States, a
                      corporation or partnership (including an entity treated as
                      a corporation or partnership for federal income tax
                      purposes) created or organized in, or under the laws of
                      the United States, any State or the District of Columbia
                      unless, in the case of a partnership, Treasury Regulations
                      are adopted that provide otherwise, an estate whose income
                      is includable in gross income for United States federal
                      tax income purposes regardless of its source, or a trust
                      if a court within the United States is able to exercise
                      primary supervision over the administration of the trust
                      and one or more United States Persons have the authority
                      to control all substantial decisions of the trust, all
                      within the meaning of Section 7701(a)(30) of the Code.

                      3. That the Owner is aware (i) of the tax that would be
           imposed on transfers of the Class [R-I] [R-II] Certificates to
           disqualified organizations under the Code that applies to all
           transfers of the Class [R-I] [R-II] Certificates after March 31,
           1988; (ii) that such tax would be on the transferor, or, if such
           transfer is through an agent (which person includes a broker, nominee
           or middleman) for a disqualified organization Transferee, on the
           agent; (iii) that the person otherwise liable for the tax shall be
           relieved of liability for the tax if the transferee furnishes to such
           person an affidavit that the transferee is not a disqualified
           organization and, at the time of transfer, such person does not have
           actual knowledge that the affidavit is false; and (iv) that the Class
           [R-I] [R-II] Certificates may be "noneconomic residual interests"
           within the meaning of Treasury regulation section 1.860E-l(c)(2) and
           that the transferor of a "noneconomic residual interest" will remain
           liable for any taxes due with respect to the income on such residual
           interest, unless no significant purpose of the transfer is to enable
           the transferor to impede the assessment or collection of tax.

                      4. That the Owner is aware of the tax imposed on a
           "pass-through entity" holding the Class [R-I] [R-II] Certificates if
           at any time during the taxable year of the pass-through entity a
           non-Permitted Transferee is the record holder of an interest in such
           entity. For this purpose, a "pass through entity" includes a
           regulated investment company, a real estate investment trust or
           common trust fund, a partnership, trust or estate, and certain
           cooperatives.

                      5. That the Owner is aware that the Certificate Registrar
           will not register the transfer of any Class [R-I] [R-II] Certificate
           unless the transferee, or the transferee's agent, delivers to the
           Trustee, among other things, an affidavit in substantially the same
           form as this affidavit. The Owner expressly agrees that it will not
           consummate any such



                                     I-1-2
<PAGE>

           transfer if it knows or believes that any of the representations
           contained in such affidavit and agreement are false.

                      6. That the Owner consents to any additional restrictions
           or arrangements that shall be deemed necessary upon advice of counsel
           to constitute a reasonable arrangement to ensure that the Class [R-I]
           [R-II] Certificates will only be owned, directly or indirectly, by
           Permitted Transferees.

                      7. That the Owner's taxpayer identification number is
           _____________.

                      8. That the Owner has reviewed the restrictions set forth
           on the face of the Class [R-I] [R-II] Certificates and the provisions
           of Section 5.02 of the Pooling and Servicing Agreement under which
           the Class [R-I] [R-II] Certificates were issued (and, in particular,
           the Owner is aware that such Section authorizes the Trustee to
           deliver payments to a person other than the Owner and negotiate a
           mandatory sale by the Trustee in the event that the Owner holds such
           Certificate in violation of Section 5.02); and that the Owner
           expressly agrees to be bound by and to comply with such restrictions
           and provisions.

                      9. That the Owner is not acquiring and will not transfer
           the Class [R-I] [R-II] Certificates in order to impede the assessment
           or collection of any tax.

                      10. That the Owner has historically paid its debts as they
           have come due, intends to continue to pay its debts as they come due
           in the future, and anticipates that it will, so long as it holds any
           of the Class [R-I] [R-II] Certificates, have sufficient assets to pay
           any taxes owed by the holder of such Class [R-I] [R-II] Certificates.

                      11. That the Owner has no present knowledge that it may
           become insolvent or subject to a bankruptcy proceeding for so long as
           it holds any of the Class [R-I] [R-II] Certificates.

                      12. That the Owner has no present knowledge or expectation
           that it will be unable to pay any United States taxes owed by it so
           long as any of the Certificates remain outstanding. In this regard,
           the Owner hereby represents to and for the benefit of the Person from
           whom it acquired the Class [R-I] [R-II] Certificates that the Owner
           intends to pay taxes associated with holding the Class [R-I] [R-II]
           Certificates as they become due, fully understanding that it may
           incur tax liabilities in excess of any cash flows generated by the
           Class [R-I] [R-II] Certificates.

                      13. That the Owner is not acquiring the Class [R-I] [R-II]
           Certificates with the intent to transfer any of the Class [R-I]
           [R-II] Certificates to any person or entity that will not have
           sufficient assets to pay any taxes owed by the holder of such Class
           [R-I] [R-II] Certificates, or that may become insolvent or subject to
           a bankruptcy proceeding, for so long as the Class [R-I] [R-II]
           Certificates remain outstanding.

                      14. That the Owner will, in connection with any transfer
           that it makes of the Class [R-I] [R-II] Certificates, obtain from its
           transferee the representations required by Section 5.02(d) of the
           Pooling and Servicing Agreement under which the Class [R-I]


                                     I-1-3
<PAGE>

           [R-II] Certificates were issued and will not consummate any such
           transfer if it knows, or knows facts that should lead it to believe,
           that any such representations are false.

                      15. That the Owner will, in connection with any transfer
           that it makes of any Class [R-I] [R-II] Certificate, deliver to the
           Certificate Registrar an affidavit, which represents and warrants
           that it is not transferring such Class [R-I] [R-II] Certificate to
           impede the assessment or collection of any tax and that it has no
           actual knowledge that the proposed transferee: (i) has insufficient
           assets to pay any taxes owed by such transferee as holder of such
           Class [R-I] [R-II] Certificate; (ii) may become insolvent or subject
           to a bankruptcy proceeding, for so long as the Class [R-I] [R-II]
           Certificates remain outstanding; and (iii) is not a "Permitted
           Transferee".

                      16. [The Owner has computed any consideration paid to it
           to acquire the Class [R-I] [R-II] Certificate in accordance with
           proposed U.S. Treasury Regulations Sections 1.860E-1(a)(4)(iii) and
           1.860E-1(c)(5) (or, after they, have been finalized, the final
           regulations) by computing present values using a discount rate equal
           to the applicable Federal Rate prescribed by Section 1274(d) of the
           Code, compounded semiannually.]

                                 [The Owner has computed any consideration paid
                      to it to acquire the Class [R-I] [R-II] Certificate in
                      accordance with the proposed U.S. Treasury Regulations
                      Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after
                      they have been finalized, the final regulations) by
                      computing present values using a discount rate at least
                      equal to the rate at which the Owner regularly borrows, in
                      the ordinary course of its trade or business, substantial
                      funds from unrelated third parties. The Owner has provided
                      all information necessary to demonstrate to the transferor
                      that it regularly borrows at such rate.]

                                 [The transfer of the Class [R-I] [R-II]
                      Certificate complies with Section 6 of Revenue Procedure
                      2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335
                      (January 16, 2001) (or comparable provisions of applicable
                      final U.S. Treasury Regulations) and, accordingly,

                      (i)        the Owner is an "eligible corporation," as
                                 defined in Section 860L(a)(2) of the Code, as
                                 to which income from Class [R-I] [R-II]
                                 Certificate will only be taxed in the United
                                 States;

                      (ii)       at the time of the transfer, and at the close
                                 of the Owner's two fiscal years preceding the
                                 year of the transfer, the Owner had gross
                                 assets for financial reporting purposes
                                 (excluding any obligation of a person related
                                 to the Owner within the meaning of Section
                                 860L(g) of the Code) in excess of the $100
                                 million and net assets in excess of $10
                                 million;

                      (iii)      the Owner will transfer the Class [R-I] [R-II]
                                 Certificate only to another "eligible
                                 corporation," as defined in Section 860(a)(2)
                                 of the Code, in a transaction that satisfies
                                 the requirements of Section 4 of the Revenue
                                 Procedure;and



                                     I-1-4
<PAGE>

                      (iv)       the Owner determined the consideration paid to
                                 it to acquire the Class [R-I] [R-II]
                                 Certificate based on reasonable market
                                 assumptions (including, but not limited to,
                                 borrowing and investment rates, prepayment and
                                 loss assumptions, expense and reinvestment
                                 assumptions, tax rates and other factors
                                 specific to the Owner) that it has determined
                                 in good faith.]

                                 [RESERVED]

     IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, by its [Title of Officer] and Authorized Signatory, attested by its
Assistant Secretary, this __ day of


                                              [NAME OF OWNER]


                                              By:
                                                   Name of Officer]
                                                   [Title of Officer]

----------------------------
   [Assistant Secretary]


     Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be [Title of Officer], and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.

     Subscribed and sworn before me this _____ day of ___________, _______.


                                       ----------------------------------------
                                                    NOTARY PUBLIC


                                       COUNTY OF
                                       STATE OF

                                       My Commission expires the
                                       _____ day of ___________, _______.



                                     I-1-5
<PAGE>


                                   EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                        PURSUANT TO SECTION 5.02(D)(I)(4)

                                                                          [Date]
[__________]
[address]
[address]
Attn:    _________________________

         Re: Merrill Lynch Mortgage Trust,
             Commercial Mortgage Pass-Through
             Certificates, Series 200_-____, Class [R-I]
             [R-II], evidencing a _____% percentage
             interest in the Class to which they belong

Dear Sirs:

         This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee') of the captioned Class [R-I] [R-II]
Certificates (the "Class [R-I] [R-II] Certificates"), pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of ________, 200_, among Merrill Lynch Mortgage Investors, Inc., as
depositor, [Master Serivcer], as master servicer, [Special Servicer], as special
servicer, [Trustee], as trustee, and [Fiscal Agent], as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby represents and warrants
to you, as Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
         the Class [R-I] [R-II] Certificates by the Transferor to the Transferee
         is or will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
         delivered to you a Transfer Affidavit and Agreement in the form
         attached to the Pooling and Servicing Agreement as Exhibit I-1. The
         Transferor does not know or believe that any representation contained
         therein is false.

                  3. The Transferor at the time of this transfer either (i) has
         conducted a reasonable investigation of the financial condition of the
         Transferee as contemplated by Treasury regulation section
         1.860E-l(c)(4)(i) and, as a result of that investigation, the
         Transferor has determined that the Transferee has historically paid its
         debts as they became due and has found no significant evidence to
         indicate that the Transferee will not continue to pay its debts as they
         become due in the future.

                  4. The Transferor understands that the transfer of the Class
         [R-I] [R-II] Certificates may not be respected for United States income
         tax purposes (and the Transferor may continue to be liable for United
         States income taxes associated therewith)


                                     I-2-1
<PAGE>

         unless the tests described above in Paragraph 3(i) or 3(ii) have been
         met as to any transfer.


                                      Very truly yours,


                                      By:
                                         --------------------------------------

                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------





                                     I-2-2
<PAGE>

                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]
Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement dated as of _______, 200_ relating to Merrill Lynch
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 200_-____
(the "Agreement"). Any term with initial capital letters not otherwise defined
in this notice has the meaning given such term in the Agreement.

         Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
[Special Servicer] to serve as the Special Servicer under the Agreement.

         The designation of [Special Servicer] as Special Servicer will become
final if certain conditions are met and on the date you will deliver to
[Trustee], the trustee under the Agreement (the "Trustee"), a written
confirmation stating that the appointment of the person designated to become the
Special Servicer will not result in the qualification, downgrading or withdrawal
of the rating or ratings assigned to one or more Classes of the Certificates.

         Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.


                                          Very truly yours,

                                                       [Trustee]


                                          By:
                                                       Title:





                                     J-1-1
<PAGE>


Receipt and acknowledged:

Standard & Poor's Rating Service                 Moody's Investors Service, Inc.
       By:                                              By:
       Title:                                           Title:
       Date:                                            Date:



                                     J-1-2
<PAGE>

                                   EXHIBIT J-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                          [Date]
[__________]
[address]
[address]
Attn:    _________________________



Ladies & Gentlemen:

         Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated
as of ________, 200_ relating to Merrill Lynch Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 200_-____ (the "Agreement"), the
undersigned hereby agrees with all the other parties to the Agreement that the
undersigned shall serve as Special Servicer under, and as defined in, the
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section 3.23(b) of the Agreement as if it were the Special Servicer hereunder.




                                      [SPECIAL SERVICER]
                                      -----------------------------------------


                                      By:
                                         --------------------------------------

                                         Name
                                               --------------------------------
                                         Title:
                                               --------------------------------



                                     J-2-1
<PAGE>
                                    EXHIBIT K
                           FORM OF CMSA PROPERTY FILE
                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             Cross Referenced as "P"

<TABLE>
<CAPTION>
-----------------------------      ------------------------------------------------------------------------------------------------
      SPECIFICATION                                                     DESCRIPTION/COMMENTS
-----------------------------      ------------------------------------------------------------------------------------------------
<S>                                <C>
Acceptable Media Types             Magnetic Tape, Diskette, Electronic Transfer
-----------------------------      ------------------------------------------------------------------------------------------------
Character Set                      ASCI
-----------------------------      ------------------------------------------------------------------------------------------------
Field Delineation                  Comma
-----------------------------      ------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)           1600 or 6250
-----------------------------      ------------------------------------------------------------------------------------------------
Magnetic Tape Label                None (unlabeled )
-----------------------------      ------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor      10285 (17 records per block )
-----------------------------      ------------------------------------------------------------------------------------------------
Physical Media Label               Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                   Record Length
-----------------------------      ------------------------------------------------------------------------------------------------
Return Address Label               Required for return of physical media (magnetic tape or diskette)
-----------------------------      ------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------      ----------------------------------------------------------------------------
                                                        FIELD                                        FORMAT
                   FIELD NAME                           NUMBER             TYPE                      EXAMPLE
--------------------------------------------      ----------------------------------------------------------------------------
<S>                                                     <C>                <C>                      <C>
Transaction Id                                            1                 AN                      XXX97001
--------------------------------------------      ----------------------------------------------------------------------------
Loan ID                                                   2                 AN                      XXX9701A
--------------------------------------------      ----------------------------------------------------------------------------
Prospectus Loan ID                                        3                 AN                         123
--------------------------------------------      ----------------------------------------------------------------------------
Property ID                                               4                 AN                      1001-001
--------------------------------------------      ----------------------------------------------------------------------------
Distribution Date                                         5                 AN                      YYYYMMDD
--------------------------------------------      ----------------------------------------------------------------------------
Cross-Collateralized Loan Grouping                        6                 AN                        Text
--------------------------------------------      ----------------------------------------------------------------------------
Property Name                                             7                 AN                        Text
--------------------------------------------      ----------------------------------------------------------------------------
Property Address                                          8                 AN                        Text
--------------------------------------------      ----------------------------------------------------------------------------
Property City                                             9                 AN                        Text
--------------------------------------------      ----------------------------------------------------------------------------
Property State                                            10                AN                         FL
--------------------------------------------      ----------------------------------------------------------------------------
Property Zip Code                                         11                AN                        30303
--------------------------------------------      ----------------------------------------------------------------------------
Property County                                           12                AN                        Text
--------------------------------------------      ----------------------------------------------------------------------------
Property Type Code                                        13                AN                         MF
--------------------------------------------      ----------------------------------------------------------------------------
Year Built                                                14                AN                        YYYY
--------------------------------------------      ----------------------------------------------------------------------------
Year Last Renovated                                       15                AN                        YYYY
--------------------------------------------      ----------------------------------------------------------------------------
Net Square Feet At Contribution                           16              Numeric                     25000
--------------------------------------------      ----------------------------------------------------------------------------
# Of Units/Beds/Rooms At Contribution                     17              Numeric                      75
--------------------------------------------      ----------------------------------------------------------------------------
Property Status                                           18                AN                          1
--------------------------------------------      ----------------------------------------------------------------------------
Allocated Percentage of Loan at Contribution              19              Numeric                     0.75
--------------------------------------------      ----------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
---------------     ---------------------------------------------------------------------------------------   ----------------
      FIELD                                                                                                       LOAN FIELD
      NUMBER                                         DESCRIPTION/COMMENTS                                          REFERENCE
---------------     ---------------------------------------------------------------------------------------   ----------------
<S>                 <C>                                                                                       <C>
        1           Unique Issue Identification Mnemonic                                                            S1, L1
---------------     ---------------------------------------------------------------------------------------   ----------------
        2           Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool                          S3, L3
---------------     ---------------------------------------------------------------------------------------   ----------------
        3           Unique Identification Number Assigned To Each Collateral Item In The Prospectus                 S4, L4
---------------     ---------------------------------------------------------------------------------------   ----------------
        4           Should contain Prospectus ID and property identifier, e.g., 1001-001, 1000-002
---------------     ---------------------------------------------------------------------------------------   ----------------
        5           Date Payments  Made To Certificateholders                                                         L5
---------------     ---------------------------------------------------------------------------------------   ----------------
        6           All Loans With The Same Value Are Crossed, For example : "X02-1" would be populated               S75
---------------     in this field for all related loans, "X02-2" would be populated for the next
                    group of related loans.
                    ---------------------------------------------------------------------------------------   ----------------
        7                                                                                                             S55
---------------     ---------------------------------------------------------------------------------------   ----------------
        8                                                                                                             S56
---------------     ---------------------------------------------------------------------------------------   ----------------
        9                                                                                                             S57
---------------     ---------------------------------------------------------------------------------------   ----------------
        10                                                                                                            S58
---------------     ---------------------------------------------------------------------------------------   ----------------
        11                                                                                                            S59
---------------     ---------------------------------------------------------------------------------------   ----------------
        12                                                                                                            S60
---------------     ---------------------------------------------------------------------------------------   ----------------
        13                                                                                                            S61
---------------     ---------------------------------------------------------------------------------------   ----------------
        14                                                                                                            S64
---------------     ---------------------------------------------------------------------------------------   ----------------
        15
---------------     ---------------------------------------------------------------------------------------   ----------------
        16          RT, IN, WH, OF, MU, OT                                                                            S62
---------------     ---------------------------------------------------------------------------------------   ----------------
        17          MF, MH, LO,MU, HC, SS                                                                             S63
---------------     ---------------------------------------------------------------------------------------   ----------------
        18          1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released, 6= Same as at Contribution
---------------     ---------------------------------------------------------------------------------------   ----------------
        19          Issuer to allocate loan % attributable to property for multi-property loans
---------------     ---------------------------------------------------------------------------------------   ----------------
</TABLE>

                                       K-1
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------  -----------------------------------------------------------------------------
                                                            FIELD                                        FORMAT
                FIELD NAME                                  NUMBER             TYPE                      EXAMPLE
----------------------------------------------------  -----------------------------------------------------------------------------
<S>                                                   <C>                   <C>                      <C>
Current Allocated Percentage                                  20              Numeric                     0.75
----------------------------------------------------  -----------------------------------------------------------------------------
Current Allocated Ending Scheduled Loan Amount                21              Numeric                  5900900.00
----------------------------------------------------  -----------------------------------------------------------------------------
Ground Lease (Y/S/N)                                          22                AN                          N
----------------------------------------------------  -----------------------------------------------------------------------------
Total Reserve Balance                                         23              Numeric                   25000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Appraisal Date                                    24                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Appraisal Value                                   25              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed              26                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Foreclosure Date                                              27                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
REO Date                                                      28                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Physical Occupancy                                29              Numeric                     0.75
----------------------------------------------------  -----------------------------------------------------------------------------
Occupancy As of Date                                          30                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Date Lease Rollover Review                                    31                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
% Sq. Feet expiring 1-12 months                               32              Numeric                      0.2
----------------------------------------------------  -----------------------------------------------------------------------------
% Sq. Feet  expiring 13-24 months                             33              Numeric                      0.2
----------------------------------------------------  -----------------------------------------------------------------------------
% Sq. Feet expiring 25-36 months                              34              Numeric                      0.2
----------------------------------------------------  -----------------------------------------------------------------------------
% Sq. Feet  expiring 37-48 months                             35              Numeric                      0.2
----------------------------------------------------  -----------------------------------------------------------------------------
% Sq. Feet  expiring 49-60 months                             36              Numeric                      0.2
----------------------------------------------------  -----------------------------------------------------------------------------
Largest Tenant                                                37                AN                        Text
----------------------------------------------------  -----------------------------------------------------------------------------
Square Feet of Largest Tenant                                 38              Numeric                     15000
----------------------------------------------------  -----------------------------------------------------------------------------
2nd Largest Tenant                                            39                AN                        Text
----------------------------------------------------  -----------------------------------------------------------------------------
Square Feet of 2nd Largest Tenant                             40              Numeric                     15000
----------------------------------------------------  -----------------------------------------------------------------------------
3rd Largest Tenant                                            41                AN                        Text
----------------------------------------------------  -----------------------------------------------------------------------------
Square Feet of 3rd Largest Tenant                             42              Numeric                     15000
----------------------------------------------------  -----------------------------------------------------------------------------
Fiscal Year End Month                                         43              Numeric                      MM
----------------------------------------------------  -----------------------------------------------------------------------------
Contribution Financials As Of Date                            44                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Revenue At Contribution                                       45              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Operating Expenses At Contribution                            46              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
NOI At Contribution                                           47              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
DSCR (NOI) At Contribution                                    48              Numeric                      1.5
----------------------------------------------------  -----------------------------------------------------------------------------
Appraisal Value At Contribution                               49              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Appraisal Date At Contribution                                50                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Physical Occupancy At Contribution                            51              Numeric                      0.9
----------------------------------------------------  -----------------------------------------------------------------------------
Date of Last Inspection                                       52                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date                    53                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year Revenue                                 54              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses                      55              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year NOI                                     56              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Yr Debt Service Amount                       57              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NOI)                              58              Numeric                      1.3
----------------------------------------------------  -----------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy                      59              Numeric                      0.9
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding FY Financial As of Date                      60                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue                          61              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding FY Operating Expenses                        62              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding Fiscal Year NOI                              63              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding FY Debt Service Amount                       64              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI)                       65              Numeric                      1.3
----------------------------------------------------  -----------------------------------------------------------------------------
Second Preceding FY Physical Occupancy                        66              Numeric                      0.9
----------------------------------------------------  -----------------------------------------------------------------------------
Property Contribution Date                                    67                AN                      YYYYMMDD
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Revenue                                           68              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Operating Expenses                                69              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent NOI                                               70              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
Most Recent Debt Service Amount                               71              Numeric                  1000000.00
----------------------------------------------------  -----------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------  --------------------------------------------------------------------------------------------------  ----------------
   FIELD                                                                                                              LOAN FIELD
   NUMBER                                           DESCRIPTION/COMMENTS                                               REFERENCE
------------  --------------------------------------------------------------------------------------------------  ----------------
<S>           <C>                                                                                                 <C>
     20             Maintained by servicer. If not supplied in by Issuer or Underwriter, use Underwritting
                    NOI or NCF to calculate
------------  --------------------------------------------------------------------------------------------------  ----------------
     21             Calculation based on Current Allocated Percentage and Current Ending Scheduled Principal
                    Balance (L7) for associated loan.                                                                     L7
------------  --------------------------------------------------------------------------------------------------  ----------------
     22             Either Y=Yes, S=Subordinate, N= No ground lease                                                       S74
------------  --------------------------------------------------------------------------------------------------  ----------------
     23             For Maintenance, Repairs, & Environmental. (Excludes Tax & Insurance Escrows).  An amount
                    should be printed if the value in Setup File field 77 is "Y"                                          S77
------------  --------------------------------------------------------------------------------------------------  ----------------
     24                                                                                                                   L74
------------  --------------------------------------------------------------------------------------------------  ----------------
     25                                                                                                                   L75
------------  --------------------------------------------------------------------------------------------------  ----------------
     26             Could be different dates for different properties. If in Foreclosure - Expected Date of
                    Foreclosure and if REO - Expected Sale Date.                                                          L79
------------  --------------------------------------------------------------------------------------------------  ----------------
     27                                                                                                                   L42
------------  --------------------------------------------------------------------------------------------------  ----------------
     28                                                                                                                   L43
------------  --------------------------------------------------------------------------------------------------  ----------------
     29                                                                                                                   L71
------------  --------------------------------------------------------------------------------------------------  ----------------
     30             Typically should be the effective date of the Rent Roll
------------  --------------------------------------------------------------------------------------------------  ----------------
     31             Roll over review to be completed every 12 months
------------  --------------------------------------------------------------------------------------------------  ----------------
     32             Apply to Property Types - RT, IN, WH, OF, MU, OT                                                      S62
------------  --------------------------------------------------------------------------------------------------  ----------------
     33             Apply to Property Types - RT, IN, WH, OF, MU, OT                                                      S62
------------  --------------------------------------------------------------------------------------------------  ----------------
     34             Apply to Property Types - RT, IN, WH, OF, MU, OT                                                      S62
------------  --------------------------------------------------------------------------------------------------  ----------------
     35             Apply to Property Types - RT, IN, WH, OF, MU, OT                                                      S62
------------  --------------------------------------------------------------------------------------------------  ----------------
     36             Apply to Property Types - RT, IN, WH, OF, MU, OT                                                      S62
------------  --------------------------------------------------------------------------------------------------  ----------------
     37             For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
------------  --------------------------------------------------------------------------------------------------  ----------------
     38
------------  --------------------------------------------------------------------------------------------------  ----------------
     39             For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
------------  --------------------------------------------------------------------------------------------------  ----------------
     40
------------  --------------------------------------------------------------------------------------------------  ----------------
     41             For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
------------  --------------------------------------------------------------------------------------------------  ----------------
     42
------------  --------------------------------------------------------------------------------------------------  ----------------
     43             Needed to indicate month ending for borrower's Fiscal Year.  For example : "12"
------------  --------------------------------------------------------------------------------------------------  ----------------
     44                                                                                                                   S72
------------  --------------------------------------------------------------------------------------------------  ----------------
     45             Should match the prospectus if available. At the Property Level                                       S70
------------  --------------------------------------------------------------------------------------------------  ----------------
     46             Should match the prospectus if available. At the Property Level                                       S71
------------  --------------------------------------------------------------------------------------------------  ----------------
     47             Should match the prospectus if available. At the Property Level                                       S65
------------  --------------------------------------------------------------------------------------------------  ----------------
     48             Should match the prospectus if available.                                                             S66
------------  --------------------------------------------------------------------------------------------------  ----------------
     49                                                                                                                   S67
------------  --------------------------------------------------------------------------------------------------  ----------------
     50                                                                                                                   S68
------------  --------------------------------------------------------------------------------------------------  ----------------
     51                                                                                                                   S69
------------  --------------------------------------------------------------------------------------------------  ----------------
     52             Date of last physical site inspection
------------  --------------------------------------------------------------------------------------------------  ----------------
     53                                                                                                                   L58
------------  --------------------------------------------------------------------------------------------------  ----------------
     54                                                                                                                   L52
------------  --------------------------------------------------------------------------------------------------  ----------------
     55                                                                                                                   L53
------------  --------------------------------------------------------------------------------------------------  ----------------
     56                                                                                                                   L54
------------  --------------------------------------------------------------------------------------------------  ----------------
     57             Calculate using P20(percentage) to get the allocated amount for each property                         L55
------------  --------------------------------------------------------------------------------------------------  ----------------
     58             Uses the property NOI and the allocated debt service amount                                           L56
------------  --------------------------------------------------------------------------------------------------  ----------------
     59                                                                                                                   L57
------------  --------------------------------------------------------------------------------------------------  ----------------
     60                                                                                                                   L65
------------  --------------------------------------------------------------------------------------------------  ----------------
     61                                                                                                                   L59
------------  --------------------------------------------------------------------------------------------------  ----------------
     62                                                                                                                   L60
------------  --------------------------------------------------------------------------------------------------  ----------------
     63                                                                                                                   L61
------------  --------------------------------------------------------------------------------------------------  ----------------
     64             Calculate using P20(percentage) to get the allocated amount for each property                         L62
------------  --------------------------------------------------------------------------------------------------  ----------------
     65             Uses the property NOI and the allocated debt service amount                                           L63
------------  --------------------------------------------------------------------------------------------------  ----------------
     66                                                                                                                   L64
------------  --------------------------------------------------------------------------------------------------  ----------------
     67             Date Property was contributed                                                                         L85
------------  --------------------------------------------------------------------------------------------------  ----------------
     68             Most Recent Revenue                                                                                   L66
------------  --------------------------------------------------------------------------------------------------  ----------------
     69             Most Recent Operating Expenses                                                                        L67
------------  --------------------------------------------------------------------------------------------------  ----------------
     70             Most Recent Net Operating Income                                                                      L68
------------  --------------------------------------------------------------------------------------------------  ----------------
     71             Calculate using P20(percentage) to get the allocated amount for each property                         L69
------------  --------------------------------------------------------------------------------------------------  ----------------
</TABLE>

                                       K-2
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------  --------------------------------------------------------------------------
                                                            FIELD                                        FORMAT
                FIELD NAME                                  NUMBER             TYPE                      EXAMPLE
----------------------------------------------------  --------------------------------------------------------------------------
<S>                                                     <C>                <C>                         <C>
Most Recent DSCR (NOI)                                        72              Numeric                     2.55
----------------------------------------------------  --------------------------------------------------------------------------
Most Recent Financial As of Start Date                        73                AN                      YYYYMMDD
----------------------------------------------------  --------------------------------------------------------------------------
Most Recent Financial As of End Date                          74                AN                      YYYYMMDD
----------------------------------------------------  --------------------------------------------------------------------------
Most Recent Financial Indicator                               75                AN                       T or Y
----------------------------------------------------  --------------------------------------------------------------------------
NCF At Contribution                                           76              Numeric                  1000000.00
----------------------------------------------------  --------------------------------------------------------------------------
DSCR (NCF) At Contribution                                    77              Numeric                      1.5
----------------------------------------------------  --------------------------------------------------------------------------
Preceding Fiscal Year NCF                                     78              Numeric                  1000000.00
----------------------------------------------------  --------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF)                              79              Numeric                     2.55
----------------------------------------------------  --------------------------------------------------------------------------
Second Preceding FY NCF                                       80              Numeric                  1000000.00
----------------------------------------------------  --------------------------------------------------------------------------
Second Preceding FY DSCR (NCF)                                81              Numeric                     2.55
----------------------------------------------------  --------------------------------------------------------------------------
Most Recent NCF                                               82              Numeric                  1000000.00
----------------------------------------------------  --------------------------------------------------------------------------
Most Recent DSCR (NCF)                                        83              Numeric                     2.55
----------------------------------------------------  --------------------------------------------------------------------------
NOI/NCF Indicator                                             84                AN                        Text
----------------------------------------------------  --------------------------------------------------------------------------
Deferred Maintenance Flag                                     85                AN                          N
----------------------------------------------------  --------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------  --------------------------------------------------------------------------------------------------  -------------
   FIELD                                                                                                           LOAN FIELD
   NUMBER                                           DESCRIPTION/COMMENTS                                            REFERENCE
------------  --------------------------------------------------------------------------------------------------  -------------
<S>           <C>                                                                                                 <C>
     72        Uses the property NOI and the allocated debt service amount                                             L70
------------  --------------------------------------------------------------------------------------------------  -------------
     73        Start date used to calculate Most Recent information either YTD or trailing 12 months                   L72
------------  --------------------------------------------------------------------------------------------------  -------------
     74        End date used to calculate Most Recent information either YTD or trailing 12 months                     L73
------------  --------------------------------------------------------------------------------------------------  -------------
     75        T= Trailing 12 months Y = Year to Date                                                                  L82
------------  --------------------------------------------------------------------------------------------------  -------------
     76        Net Cash Flow At Contribution.   Should match the prospectus if available.                              S83
------------  --------------------------------------------------------------------------------------------------  -------------
     77        DSCR At Contribution using NCF to calculate.   Should match the prospectus if available.                S84
------------  --------------------------------------------------------------------------------------------------  -------------
     78        Preceding Fiscal Year Net Cash Flow related to Financial As of Date P53.                                L92
------------  --------------------------------------------------------------------------------------------------  -------------
     79        Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial As of Date P53.          L93
------------  --------------------------------------------------------------------------------------------------  -------------
     80        Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date P60.                         L94
------------  --------------------------------------------------------------------------------------------------  -------------
     81        Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow related to
               Financial As of Date P60.                                                                               L95
------------  --------------------------------------------------------------------------------------------------  -------------
     82        Most Recent Net Cash Flow related to Financial As of Date P74.                                          L96
------------  --------------------------------------------------------------------------------------------------  -------------
     83        Most Recent Debt Service Coverage Ratio using Net Cash Flow related to Financial As of Date P74.        L97
------------  --------------------------------------------------------------------------------------------------  -------------
     84        Indicates how NOI or Net Cash Flow was calculated should be the same for each financial period.
               See NOI/NCF Indicator Legend.                                                                           L90
------------  --------------------------------------------------------------------------------------------------  -------------
     85        Either Y=Yes or N= No, Deferred Maintenance
------------  --------------------------------------------------------------------------------------------------  -------------
</TABLE>


----------------------------------------
                PROPERTY TYPES CODE
                      LEGEND
----------------------------------------
   MF               Multifamily
----------------------------------------
   RT               Retail
----------------------------------------
   HC               Health Care
----------------------------------------
   IN               Industrial
----------------------------------------
   WH               Warehouse
----------------------------------------
   MH               Mobile Home Park
----------------------------------------
   OF               Office
----------------------------------------
   MU               Mixed Use
----------------------------------------
   LO               Lodging
----------------------------------------
   SS               Self Storage
----------------------------------------
   OT               Other
----------------------------------------
   SE               Securities


---------------------------------------------------------------------
                                 NOI/NCF INDICATOR
                                       LEGEND
---------------------------------------------------------------------
     CMSA           Calculated using CMSA standard
---------------------------------------------------------------------
      PSA           Calculated using a definition given in the PSA
---------------------------------------------------------------------
      U/W           Calculated using the underwriting method
---------------------------------------------------------------------

                                       K-3
<PAGE>
                                    EXHIBIT L
                   FORM OF COMPARATIVE FINANCIAL STATUS REPORT
                         CMSA INVESTOR REPORTING PACKAGE
                       COMPARATIVE FINANCIAL STATUS REPORT
                               AS OF _____________
                             (PROPERTY LEVEL REPORT)
             Operating Information Reflected As NOI____ or NCF______

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
    P4       P9   P10       P52         P21       L8      P57         P44       P51     P45    P47 OR P76 P48 OR P77
----------------------------------------------------------------------------------------------------------------------
                                                                                 ORIGINAL UNDERWRITING
                                                                                      INFORMATION
----------------------------------------------------------------------------------------------------------------------
                                                                   BASE YEAR
----------------------------------------------------------------------------------------------------------------------
                            Last      Current          Allocated
                          Property   Allocated   Paid    Annual     Financial
                         Inspection    Loan      Thru     Debt     Info as of          Total
Property ID City State      Date      Amount     Date   Service       Date     % Occ  Revenue  $ NOI/NCF   (1) DSCR
----------------------------------------------------------------------------------------------------------------------
<S>         <C>  <C>     <C>         <C>         <C>   <C>         <C>         <C>    <C>      <C>         <C>

----------------------------------------------------------------------------------------------------------------------
                         Yyyymmdd                                  yyyymmdd
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
List all properties currently in deal with or without information largest to
smallest loan
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
This report should reflect the information provided in the CMSA Property File
and CMSA Loan Periodic Update File.
----------------------------------------------------------------------------------------------------------------------

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

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

----------------------------------------------------------------------------------------------------------------------
Total:                               $                 $           **           WA    $         $          WA
----------------------------------------------------------------------------------------------------------------------

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

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

----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
    P60       P66     P61     P63 OR P80   P65 OR P81     P53      P59     P54      P56 OR P78   P58 OR P79
-----------------------------------------------------------------------------------------------------------
           2ND PRECEDING ANNUAL OPERATING                          PRECEDING ANNUAL OPERATING
                     INFORMATION                                           INFORMATION
-----------------------------------------------------------------------------------------------------------
AS OF _____                   NORMALIZED              AS OF _____                   NORMALIZED
-----------------------------------------------------------------------------------------------------------

 Financial                                               Financial
 Info as of    %     Total           $          (1)     Info as of   %    Total            $          (1)
    Date      Occ   Revenue     NOI/NCF       DSCR         Date     Occ   Revenue      NOI/NCF       DSCR
-----------------------------------------------------------------------------------------------------------
<S>          <C>    <C>       <C>          <C>          <C>         <C>   <C>       <C>           <C>

-----------------------------------------------------------------------------------------------------------
 yyyymmdd                                              yyyymmdd
-----------------------------------------------------------------------------------------------------------

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


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

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


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

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

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

-----------------------------------------------------------------------------------------------------------
             WA    $         $             WA                      WA   $          $             WA
-----------------------------------------------------------------------------------------------------------

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

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

-----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
     P73          P74          P30      P29     P68    P70 OR P82  P72 OR    (2)
                                                                      P83
------------------------------------------------------------------------------------------------------
                            MOST RECENT FINANCIAL                                     NET CHANGE
                                 INFORMATION
------------------------------------------------------------------------------------------------------
                            *NORMALIZED OR ACTUAL                                  PRECEDING & BASIS
------------------------------------------------------------------------------------------------------
   FS Start                 Occ As of   %     Total                           %    % Total      (1)
     Date     FS End Date      Date     Occ   Revenue   $ NOI/NCF  (1) DSCR  Occ   Revenue     DSCR
------------------------------------------------------------------------------------------------------
<S>           <C>           <C>        <C>    <C>      <C>         <C>       <C>   <C>         <C>

------------------------------------------------------------------------------------------------------
  yyyymmdd     yyyymmdd     yyyymmdd
------------------------------------------------------------------------------------------------------

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


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

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


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

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

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

------------------------------------------------------------------------------------------------------
              WA                             $         $           WA        WA   $          WA
------------------------------------------------------------------------------------------------------

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

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

------------------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1)  DSCR should match to Operating Statement Analysis Report and is normally
     calculated using NOI or NCF / Debt Service times the allocated loan
     percentage.
(2)  Net change should compare the latest year to the Base Year.
*    As required by Trust Agreements.
**   Weighted Averages should be computed and reflected if the data is relevant
     and applicable.

                                       L-1
<PAGE>
                                    EXHIBIT M
                            FORM OF REO STATUS REPORT
                         CMSA INVESTOR REPORTING PACKAGE
                                REO STATUS REPORT
                              AS OF ______________
                             (PROPERTY LEVEL REPORT)

Operating Information Reflected As NOI______ or NCF_______

<TABLE>
<CAPTION>

P4             P7            P13           P9         P10       P16 OR P17 L8         P21             L37
-----------------------------------------------------------------------------------------------------------------------
                                                                                      (a)             (b)
-----------------------------------------------------------------------------------------------------------------------
                                                                                      ALLOCATED
                                                                SQ FT OR   PAID THRU  ENDING          TOTAL P&I
PROPERTY ID    PROPERTY NAME PROPERTY TYPE CITY       STATE     UNITS      DATE       SCHEDULED LOAN  ADVANCES
                                                                                      AMOUNT          OUTSTANDING
-----------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>           <C>        <C>       <C>        <C>        <C>             <C>

</TABLE>

<TABLE>
<CAPTION>
                                                                                              P58 OR
 L39              L38                             L25           L11           P53 OR P74      P72/P79 OR P83 P24
----------------------------------------------------------------------------------------------------------------------------
 (c)              (d)               (e)=a+b+c+d                                               (f)
----------------------------------------------------------------------------------------------------------------------------
 OTHER  EXPENSE   TOTAL T & I       TOTAL         CURRENT                     LTM NOI/NCF     LTM DSCR
 ADVANCE          ADVANCE           EXPOSURE      MONTHLY P&I   MATURITY DATE DATE            (NOI/NCF)      VALUATION DATE
 OUTSTANDING      OUTSTANDING
----------------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>           <C>           <C>      <C>  <C>             <C>            <C>

</TABLE>

<TABLE>
<CAPTION>
               P25                              L99               L77           P28             P26
----------------------------------------------------------------------------------------------------------------------------
               (g)           (h)=(.90*g) - e
----------------------------------------------------------------------------------------------------------------------------
APPRAISAL BPO  APPRAISAL
OR INTERNAL    BPO OR        LOSS USING 90%     TOTAL APPRAISAL                 REO             DATE ASSET
VALUE SOURCE   INTERNAL      APPR. OR BPO (f)   REDUCTION         TRANSFER DATE ACQUISITION     EXPECTED TO    COMMENTS
(1)            VALUE                            REALIZED                        DATE            BE RESOLVED
----------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>                <C>               <C>           <C>             <C>            <C>

</TABLE>

----------------------
REO's data reflected at the property level for relationships with more than one
(1) property should use the Allocated Ending Scheduled Loan Amount, and prorate
all advances and expenses or other loan level data as appropriate.
(1)  Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
     Internal Value.

                                       M-1
<PAGE>

                                    EXHIBIT N
                               FORM OF WATCH LIST
                         CMSA INVESTOR REPORTING PACKAGE
                               SERVICER WATCH LIST
                           AS OF ____________________
                               (LOAN LEVEL REPORT)

Operating Information Reflected As NOI______ or NCF________

<TABLE>
<CAPTION>
        S4               S55            S61       S57    S58            L7                   L8              L11
------------------  -------------  -------------  ----  -----  ---------------------   --------------   -------------

                                                               ENDING SCHEDULED LOAN
PROSPECTUS LOAN ID  PROPERTY NAME  PROPERTY TYPE  CITY  STATE         BALANCE          PAID THRU DATE   MATURITY DATE
------------------  -------------  -------------  ----  -----  ---------------------   --------------   -------------
<S>                 <C>            <C>            <C>   <C>    <C>                     <C>              <C>

</TABLE>

<TABLE>
<CAPTION>
      L56/L93                L70/L97
-------------------   ---------------------   ----------------------------
PRECEDING FISCAL YR
     DSCR NOI/        MOST RECENT DSCR NOI/
        NCF                    NCF            COMMENT / ACTION TO BE TAKEN
-------------------   ---------------------   ----------------------------
<S>                   <C>                     <C>

</TABLE>

List all loans on watch list in descending balance order. Comment section should
include reason and other pertinent information. Should not include loans that
are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.



Total:                                                           $
-------------------------------------------------------------------------------

                                       N-1
<PAGE>
                                    EXHIBIT O
                      FORM OF DELINQUENT LOAN STATUS REPORT
                         CMSA INVESTOR REPORTING PACKAGE
                          DELINQUENT LOAN STATUS REPORT
                           AS OF ____________________
                               (LOAN LEVEL REPORT)

Operating Information Reflected As NOI______ or NCF________

<TABLE>
<CAPTION>
                                                               S62 or
     S4             S55            S61        S57      S58      S63         L8            L7                L37
--------------------------------------------------------------------------------------------------------------------
<S>   <C>            <C>            <C>        <C>      <C>      <C>       <C>         <C>              <C>

   Loan                                                                    Paid         Ending           Total P&I
Prospectus        Property                                     Sq Ft       Thru     Scheduled Loan        Advances
    ID              Name     Property Type   City    State   or Units      Date         Balance         Outstanding
--------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                                                       L54 or      L56 or
                                                                                          L58 or     L68/L92 or  L70/L93 or
      L39               L38                            L25            L10      L11          L73         L96         L97
-----------------------------------------------------------------------------------------------------------------------------
  <C>               <C>                            <C>          <C>           <C>        <C>        <C>           <C>

Other Expense       Total T & I                                    Current                                        LTM DSCR
    Advance           Advances                       Current      Interest   Maturity    LTM NOI/    LTM NOI/       (NOI/
  Outstanding       Outstanding    Total Exposure  Monthly P&I      Rate       Date      NCF Date       NCF          NCF)
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>


    L74              L75                        L99           L77             L79             L76
-------------------------------------------------------------------------------------------------------------------
    <C>            <C>                        <C>            <C>             <C>            <C>
                                               Total                       Date Asset
                Appraisal BPO  Loss using    Appraisal                   Expected to be
                 or Internal    90% Appr.    Reduction                     Resolved or      Workout
Valuation Date     Value**     or BPO (f)     Realized    Transfer Date    Foreclosed      Strategy*      Comments
-------------------------------------------------------------------------------------------------------------------
</TABLE>

LOANS IN FORECLOSURE AND NOT REO



90 + DAYS DELINQUENT



60 TO 89 DAYS DELINQUENT



30 TO 59 DAYS DELINQUENT


CURRENT AND AT SPECIAL SERVICER


----------------------
FCL = Foreclosure
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing
12 months, if available.
*Workout Strategy should match the CMSA Loan Periodic Update File using
abbreviated words in place of a code number such as (FCL - In Foreclosure, MOD -
Modification, DPO - Discount Payoff, NS - Note Sale,
BK - Bankruptcy, PP - Payment Plan, TBD - To be determined etc...). It is
possible to combine the status codes if the loan is going in more than one
direction (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO).
**BPO - Broker opinion


                                       O-1
<PAGE>

                                    EXHIBIT P
                   FORM OF HISTORICAL LOAN MODIFICATION REPORT
                         CMSA INVESTOR REPORTING PACKAGE
                       HISTORICAL LOAN MODIFICATION REPORT
                               AS OF ____________
                               (LOAN LEVEL REPORT)


<TABLE>
<CAPTION>
         S4              S57         S58            L49                                   L48                 L7*
----------------------------------------------------------------------------------------------------------------------------
        <S>              <C>         <C>           <C>                <C>                <C>                 <C>
                                                                                                         BALANCE WHEN
                                                                 EXTENSION PER                              SENT TO
                                                   MOD /            DOCS OR        EFFECTIVE DATE OF        SPECIAL
   PROSPECTUS ID         CITY       STATE     EXTENSION FLAG       SERVICER          MODIFICATION          SERVICER
----------------------------------------------------------------------------------------------------------------------------

THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.


----------------------------------------------------------------------------------------------------------------------------
Total For All Loans:

<CAPTION>

        L7*                 L50*                          L50*        L25*         L25*            L11*             L11*
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>             <C>          <C>          <C>            <C>              <C>

   BALANCE AT THE
 EFFECTIVE DATE OF                      # MTHS FOR
    MODIFICATION          OLD RATE      RATE CHANGE     NEW RATE     OLD P&I      NEW P&I      OLD MATURITY     NEW MATURITY
-------------------------------------------------------------------------------------------------------------------------------






-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                        L47
--------------------------------------------------------------------------------
       <S>              <C>                  <C>                    <C>
                                      (2) EST. FUTURE
  TOTAL # MTHS      (1) REALIZED      INTEREST LOSS TO
  FOR CHANGE OF    LOSS TO TRUST        TRUST $ (RATE
       MOD               $               REDUCTION)               COMMENT
--------------------------------------------------------------------------------





--------------------------------------------------------------------------------
</TABLE>

* The information in these columns is from a particular point in time and should
not change on this report once assigned. Future modifications done on the same
loan are additions to the report.
(1) Actual principal loss taken by bonds
(2) Expected future loss due to a rate reduction. This is just an estimate
calculated at the time of the modification.



                                       P-1
<PAGE>

                                    EXHIBIT Q
                      FORM OF HISTORICAL LIQUIDATION REPORT
                         CMSA INVESTOR REPORTING PACKAGE
                          HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF OR NOTE SALE)
                               AS OF ____________
                               (LOAN LEVEL REPORT)






<TABLE>
<CAPTION>

       S4             S55           S61        S57       S58                           L75
                                                                   (c) = b/a           (a)
--------------------------------------------------------------------------------------------------
                                                                                      LATEST
PROSPECTUS LOAN  PROPERTY NAME PROPERTY TYPE   CITY     STATE   % RECEIVED FROM    APPRAISAL OR
       ID                                                         LIQUIDATION    BROKERS OPINION
--------------------------------------------------------------------------------------------------
<S>                   <C>           <C>        <C>       <C>           <C>             <C>

THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.

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

TOTAL ALL LOANS:

CURRENT MONTH ONLY:
--------------------------------------------------------------------------------------------------

<CAPTION>


      L29                        L45             L7               L37                 L39+L38
                    (b)          (d)             (e)              (f)                   (g)                (h)
--------------------------------------------------------------------------------------------------------------------
                               NET AMT         ENDING                          TOTAL T & I AND OTHER
 EFFECTIVE DATE    SALES    RECEIVED FROM     SCHEDULED    TOTAL P&I ADVANCE      EXPENSE ADVANCE       SERVICING
 OF LIQUIDATION    PRICE        SALE           BALANCE        OUTSTANDING           OUTSTANDING       FEES EXPENSE
--------------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>           <C>           <C>                   <C>                <C>



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





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

<CAPTION>

                       L47
 (i)=d - (f+g+h)       (k)                         (m)                            (n)=k+m          (o)=n/e
-----------------------------------------------------------------------------------------------------------------

  NET PROCEEDS    REALIZED LOSS   DATE LOSS    MINOR ADJ TO   DATE OF MINOR     TOTAL LOSS        LOSS % OF
                                 PASSED THRU      TRUST      ADJ PASSED THRU  WITH ADJUSTMENT SCHEDULED BALANCE
-----------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>          <C>         <C>                 <C>               <C>



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





-----------------------------------------------------------------------------------------------------------------
</TABLE>



(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
charged by the Special Servicer.



                                       Q-1
<PAGE>
                                    EXHIBIT R
                        FORM OF NOI ADJUSTMENT WORKSHEET
                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                   <C>                    <C>                    <C>
PROPERTY OVERVIEW
                                      ---------------------  ---------------------  ----------------------
Prospectus ID
                                      ---------------------  ---------------------  ----------------------
Current Scheduled Loan Balance/                                                                            Current Allocated Loan
 Paid to Date                                                                                              Amount %
                                      --------------------------------------------------------------------
Property Name
                                      --------------------------------------------------------------------
Property Type
                                      --------------------------------------------------------------------
Property Address, City, State
                                      ----------------------------------------------------------------------------------------------
Net Rentable SF/Units/Pads, Beds                                                    Use second box to specify sq ft. ,units...
                                      ---------------------  ---------------------
Year Built/Year Renovated
                                      ---------------------  ---------------------
Cap Ex Reserve (annually)/
 per Unit. Etc. (1)                                                                 specify annual/per unit...
                                      ---------------------
Year of Operations
                                      ---------------------
Occupancy Rate (physical)
                                      ---------------------
Occupancy Date
                                      ---------------------
Average Rental Rate
                                      ---------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents, excl. Leasing
                                          Commission and TI's
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                        YYYY                                                         NOTES
                                      ---------------------  ---------------------  ----------------------
                                             BORROWER             ADJUSTMENT             NORMALIZED
  Statement Classification                    ACTUAL
                                      ---------------------  ---------------------  ----------------------
<S>                                   <C>                    <C>                    <C>
  Gross Potential Rent (2)
                                      ---------------------  ---------------------  ----------------------
    Less: Vacancy Loss
                                      ---------------------  ---------------------  ----------------------
           OR
                                      ---------------------  ---------------------  ----------------------
  Base Rent (2)
                                      ---------------------  ---------------------  ----------------------
  Expense Reimbursement
                                      ---------------------  ---------------------  ----------------------
  Percentage Rent
                                      ---------------------  ---------------------  ----------------------
  Parking Income
                                      ---------------------  ---------------------  ----------------------
  Other Income
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  EFFECTIVE GROSS INCOME
                                      ---------------------  ---------------------  ----------------------
                                      (2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for
                                          Vacancy Loss

OPERATING EXPENSES:
                                      ---------------------  ---------------------  ----------------------
  Real Estate Taxes
                                      ---------------------  ---------------------  ----------------------
  Property Insurance
                                      ---------------------  ---------------------  ----------------------
  Utilities
                                      ---------------------  ---------------------  ----------------------
  Repairs and Maintenance
                                      ---------------------  ---------------------  ----------------------
  Janitorial
                                      ---------------------  ---------------------  ----------------------
  Management Fees
                                      ---------------------  ---------------------  ----------------------
  Payroll & Benefits Expense
                                      ---------------------  ---------------------  ----------------------
  Advertising & Marketing
                                      ---------------------  ---------------------  ----------------------
  Professional Fees
                                      ---------------------  ---------------------  ----------------------
  General and Administrative
                                      ---------------------  ---------------------  ----------------------
  Other Expenses                                                                                           For self-storage include
                                                                                                           franchise fees
                                      ---------------------  ---------------------  ----------------------
  Ground Rent
                                      ---------------------  ---------------------  ----------------------
  TOTAL OPERATING EXPENSES
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------                         ----------------------
  OPERATING EXPENSE RATIO
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  NET OPERATING INCOME
                                      ---------------------                         ----------------------
                                      ---------------------  ---------------------  ----------------------
  Leasing Commissions (3)
                                      ---------------------  ---------------------  ----------------------
  Tenant Improvements (3)
                                      ---------------------  ---------------------  ----------------------
  Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
  Extraordinary Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
  TOTAL CAPITAL ITEMS
                                      ----------------------------------------------------------------------------------------------
                                      (3) Actual current yr, but normalize for annual if possible via contractual, U/W or other data
                                      ----------------------------------------------------------------------------------------------
  NET CASH FLOW
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  DEBT SERVICE (PER SERVICER)
                                      ---------------------                         ----------------------
  NET CASH FLOW AFTER DEBT SERVICE
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DSCR: (NOI/DEBT SERVICE)
                                      ---------------------                         ----------------------
</TABLE>



                                       R-1
<PAGE>
<TABLE>
<CAPTION>
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  <S>                                 <C>                                           <C>
  DSCR: (NCF/DEBT SERVICE)
                                      ---------------------                         ----------------------
                                      ----------------------------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                      ----------------------------------------------------------------------------------------------
                                      (i.e.. operating statements, financial statements, tax return, other)
====================================================================================================================================
NOTES AND ASSUMPTIONS: This report should be completed annually for "Normalization" of Borrower's numbers. Methodology used is per
MBA/CMSA Standard Methodology unless otherwise noted. The "Normalized" column and corresponding comments should roll through to the
Operating Statement Analysis Report.
INCOME: COMMENTS

EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

</TABLE>


                                      R-2
<PAGE>

<TABLE>
<CAPTION>

                      MULTIFAMILY NOI ADJUSTMENT WORKSHEET
                          (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
====================================================================================================================================
<S>                                   <C>                    <C>                    <C>
PROPERTY OVERVIEW
                                      ---------------------
Prospectus ID
                                      ---------------------  ---------------------  ----------------------
Current Scheduled Loan Balance/                                                                            Current Allocated
Paid to Date                                                                                               Loan Amount %
                                      --------------------------------------------------------------------
Property Name
                                      --------------------------------------------------------------------
Property Type
                                      --------------------------------------------------------------------
Property Address, City, State
                                      ----------------------------------------------------------------------------------------------
Net Rentable SF/Units/Pads, Beds                                                    Use second box to specify sq ft., units...
                                      ---------------------  ---------------------
Year Built/Year Renovated
                                      ---------------------  ---------------------
Cap Ex Reserve (annually)/
per Unit. etc. (1)                                                                  specify annual/per unit...
                                      ---------------------  ---------------------
Year of Operations
                                      ---------------------
Occupancy Rate (physical)
                                      ---------------------
Occupancy Date
                                      ---------------------
Average Rental Rate
                                      ---------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents.
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                       YYYY                                                         NOTES
                                      ---------------------  ---------------------  ----------------------
                                            BORROWER              ADJUSTMENT              NORMALIZED
                                             ACTUAL
                                      ---------------------  ---------------------  ----------------------
<S>                                   <C>                    <C>                    <C>
  Statement Classification
                                      ---------------------  ---------------------  ----------------------
  Gross Potential Rent (2)                                                                                 Include Pad/RV rent
                                      ---------------------  ---------------------  ----------------------
  Less: Vacancy Loss
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
      OR
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  Base Rent (2)
                                      ---------------------  ---------------------  ----------------------
  Laundry/Vending Income
                                      ---------------------  ---------------------  ----------------------
  Parking Income
                                      ---------------------  ---------------------  ----------------------
  Other Income                                                                                             Include forfeited
                                                                                                           security/late fees/pet
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  EFFECTIVE GROSS INCOME
                                      ---------------------  ---------------------  ----------------------
                                      (2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $ amt for
                                          Vacancy Loss

OPERATING EXPENSES:
                                      ---------------------  ---------------------  ----------------------
  Real Estate Taxes
                                      ---------------------  ---------------------  ----------------------
  Property Insurance
                                      ---------------------  ---------------------  ----------------------
  Utilities
                                      ---------------------  ---------------------  ----------------------
  Repairs and Maintenance
                                      ---------------------  ---------------------  ----------------------
  Management Fees
                                      ---------------------  ---------------------  ----------------------
  Payroll & Benefits Expense
                                      ---------------------  ---------------------  ----------------------
  Advertising & Marketing
                                      ---------------------  ---------------------  ----------------------
  Professional Fees
                                      ---------------------  ---------------------  ----------------------
  General and Administrative
                                      ---------------------  ---------------------  ----------------------
  Other Expenses
                                      ---------------------  ---------------------  ----------------------
  Ground Rent
                                      ---------------------  ---------------------  ----------------------
  TOTAL OPERATING EXPENSES
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------                         ----------------------
  OPERATING EXPENSE RATIO
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  NET OPERATING INCOME
                                      ---------------------  ---------------------  ----------------------
  Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
  Extraordinary Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
  TOTAL CAPITAL ITEMS
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  NET CASH FLOW
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DEBT SERVICE (PER SERVICER)
                                      ---------------------                         ----------------------
  NET CASH FLOW AFTER DEBT SERVICE
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DSCR: (NOI/DEBT SERVICE)
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DSCR: (NCF/DEBT SERVICE)
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------

                                      --------------------------------------------------------------------
                                      --------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                      --------------------------------------------------------------------
                                      (i.e.. operating statements, financial statements, tax return, other)

====================================================================================================================================
NOTES ANDASSUMPTIONS:This report should be completed annually for "Normalization" of Borrower's numbers.Methodology used is per
MBA/CMSA Standard Methodology unless otherwise noted.The "Normalized" column and corresponding comments should roll through to the
Operating Statement Analysis Report
INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS
</TABLE>

                                      R-3

<PAGE>


                        LODGING NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
====================================================================================================================================
<S>                                   <C>                    <C>                    <C>
PROPERTY OVERVIEW
                                      ---------------------
Prospectus ID
                                      ---------------------  ---------------------  ----------------------
Current Scheduled Loan Balance/                                                                            Current Allocated
Paid to Date                                                                                               Loan Amount %
                                      --------------------------------------------------------------------
Property Name
                                      --------------------------------------------------------------------
Property Type
                                      --------------------------------------------------------------------
Property Address, City, State
                                      ---------------------  ---------------------  ----------------------
Net Rentable SF/Units/Pads, Beds                                                   Use second box to specify sqft.,units...
                                      ---------------------  ---------------------
Year Built/Year Renovated
                                      ---------------------  ---------------------
Cap Ex Reserve (annually)/
per Unit. etc. (1)                                                                 specify annual/per unit...
                                      ---------------------  ---------------------
Year of Operations
                                      ---------------------
Occupancy Rate (physical)
                                      ---------------------
Occupancy Date
                                      ---------------------
Average Rental Rate
                                      ---------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents.
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
INCOME:                                      YYYY                                                          NOTES
                                      ---------------------  ---------------------  ----------------------
                                           BORROWER              ADJUSTMENT                 NORMALIZED
                                            ACTUAL
                                      ---------------------  ---------------------  ----------------------
<S>                                   <C>                    <C>                    <C>
  Statement Classification
                                      ---------------------  ---------------------  ----------------------
  Room Revenue
                                      ---------------------  ---------------------  ----------------------
  Food & Beverage Revenues
                                      ---------------------  ---------------------  ----------------------
  Telephone Revenue
                                      ---------------------  ---------------------  ----------------------
  Other Departmental Revenue
                                      ---------------------  ---------------------  ----------------------
  Other Income
                                      ---------------------  ---------------------  ----------------------

                                      ---------------------  ---------------------  ----------------------
DEPARTMENTAL REVENUE: (2)
                                      --------------------   ---------------------  ----------------------

                                      (2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files

OPERATING EXPENSES:
                                      ---------------------  ---------------------
DEPARTMENTAL
                                      ---------------------  ---------------------  ----------------------
  Room
                                      ---------------------  ---------------------  ----------------------
  Food & Beverage
                                      ---------------------  ---------------------  ----------------------
  Telephone Expenses
                                      ---------------------  ---------------------  ----------------------
  Other Dept. Expenses
                                      ---------------------  ---------------------  ----------------------
DEPARTMENTAL EXPENSES:
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
DEPARTMENTAL INCOME:
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
GENERAL/UNALLOCATED
                                      ---------------------  ---------------------  ----------------------
  Real Estate Taxes
                                      ---------------------  ---------------------  ----------------------
  Property Insurance
                                      ---------------------  ---------------------  ----------------------
  Utilities
                                      ---------------------  ---------------------  ----------------------
  Repairs and Maintenance
                                      ---------------------  ---------------------  ----------------------
  Franchise Fee
                                      ---------------------  ---------------------  ----------------------
  Management Fees
                                      ---------------------  ---------------------  ----------------------
  Payroll & Benefits
                                      ---------------------  ---------------------  ----------------------
  Advertising & Marketing
                                      ---------------------  ---------------------  ----------------------
  Professional Fees
                                      ---------------------  ---------------------  ----------------------
  General and Administrative
                                      ---------------------   --------------------  ----------------------
  Other Expenses
                                      ---------------------   --------------------  ----------------------
  Ground Rent
                                      ---------------------   --------------------  ----------------------
                                      ---------------------   --------------------  ----------------------
TOTAL GENERAL/UNALLOCATED
                                      ---------------------                         ----------------------
(For CMSA files, Total Expenses =
Dept. Exp + General Exp.)
                                      ---------------------                         ----------------------
  OPERATING EXPENSE RATIO
                                      ---------------------                         ----------------------
(=Departmental Revenue/(Dept. Exp. +
General Exp.))
                                      ---------------------                         ----------------------
  NET OPERATING INCOME
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------

                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  Extraordinary Capital Expenditures
                                      ---------------------  ---------------------  ----------------------
                                      ---------------------  ---------------------  ----------------------
  TOTAL CAPITAL ITEMS
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  NET CASH FLOW
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DEBT SERVICE (PER SERVICER)
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  NET CASH FLOW AFTER DEBT SERVICE
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DSCR: (NOI/DEBT SERVICE)
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
  DSCR: (NCF/DEBT SERVICE)
                                      ---------------------                         ----------------------
                                      ---------------------                         ----------------------
                                      --------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                      --------------------------------------------------------------------
                                      (i.e.. operating statements, financial statements, tax return, other)

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

NOTES AND ASSUMPTIONS:This report should be completed annually for "Normalization" of Borrower's numbers.Methodology used is per
MBA/CMSA Standard Methodology unless otherwise noted.The "Normalized" column and corresponding comments should roll through to the
Operating Statement Analysis Report.
INCOME: COMMENTS

EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS
</TABLE>
                                      R-4
<PAGE>


<TABLE>
<CAPTION>

                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
====================================================================================================================================
<S>                                   <C>                    <C>                    <C>

PROPERTY OVERVIEW
                                      ---------------------
Prospectus ID
                                      ---------------------  ---------------------  ----------------------
Current Scheduled Loan Balance/                                                                             Current Allocated
Paid to Date                                                                                                Loan Amount %
                                      ---------------------------------------------------------------------
Property Name
                                      ---------------------------------------------------------------------
Property Type
                                      ---------------------------------------------------------------------
Property Address, City, State
                                      ---------------------  ---------------------
Net Rentable SF/Units/Pads, Beds                                                   Use second box to specify sqft.,units...
                                      ---------------------  ---------------------
Year Built/Year Renovated
                                      ---------------------  ---------------------
Cap Ex Reserve (annually)/
per Unit. etc. (1)                                                                 specify annual/per unit...
                                      ---------------------  ---------------------
Year of Operations
                                      ---------------------
Occupancy Rate (physical)
                                      ---------------------
Occupancy Date
                                      ---------------------
Average Rental Rate
                                      ---------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents.
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

INCOME:                                        YYYY                                                          NOTES
                                      ---------------------   --------------------  --------------------------
                                             BORROWER             ADJUSTMENT                NORMALIZED
                                              ACTUAL
                                      ---------------------  ---------------------  --------------------------
<S>                                   <C>                    <C>                        <C>
  Statement Classification
                                      ---------------------  ---------------------  --------------------------
  Gross Potential Rent (2)
                                      ---------------------  ---------------------  --------------------------
  Less: Vacancy Loss
                                      ---------------------  ---------------------  --------------------------
      OR
                                      ---------------------  ---------------------  --------------------------
  Private Pay (2)
                                      ---------------------  ---------------------  --------------------------
  Medicare/Medicaid
                                      ---------------------  ---------------------  --------------------------
  Nursing/Medical Income
                                      ---------------------  ---------------------  --------------------------
  Meals Income
                                      ---------------------  ---------------------  --------------------------
  Other Income
                                      ---------------------  ---------------------  --------------------------
                                      ---------------------  ---------------------  --------------------------
  EFFECTIVE GROSS INCOME
                                      ---------------------  ---------------------  --------------------------

                                      (2) Use either Gross Potential (with Vacancy Loss) or Private Pay/Medicare/Medicaid; use
                                          negative $amt for Vacancy Loss

OPERATING EXPENSES:
                                      ---------------------  ---------------------  --------------------------
  Real Estate Taxes
                                      ---------------------  ---------------------  --------------------------
  Property Insurance
                                      ---------------------  ---------------------  --------------------------
  Utilities
                                      ---------------------  ---------------------  --------------------------
  Repairs and Maintenance
                                      ---------------------  ---------------------  --------------------------
  Management Fees
                                      ---------------------  ---------------------  --------------------------
  Payroll & Benefits
                                      ---------------------  ---------------------  --------------------------
  Advertising & Marketing
                                      ---------------------  ---------------------  --------------------------
  Professional Fees
                                      ---------------------  ---------------------  --------------------------
  General and Administrative
                                      ---------------------  ---------------------  --------------------------
  Room expense - housekeeping
                                      ---------------------  ---------------------  --------------------------
  Meal expense
                                      ---------------------  ---------------------  --------------------------
  Other Expenses
                                      ---------------------  ---------------------  --------------------------
  Ground Rent
                                      ---------------------  ---------------------  --------------------------
  TOTAL OPERATING EXPENSES
                                      ---------------------                         --------------------------
                                      ---------------------                         --------------------------
  OPERATING EXPENSE RATIO
                                      ---------------------                         --------------------------
                                      ---------------------                         --------------------------
  NET OPERATING INCOME
                                      ---------------------                         --------------------------
  Capital Expenditures
                                      ---------------------  ---------------------  --------------------------
  Extraordinary Capital Expenditures
                                      ---------------------  ---------------------  --------------------------
  TOTAL CAPITAL ITEMS
                                      ---------------------  ---------------------  --------------------------
                                      ---------------------                         --------------------------
  NET CASH FLOW
                                      ---------------------                         --------------------------
                                      ---------------------                         --------------------------
  DEBT SERVICE (PER SERVICER)
                                      ---------------------                         --------------------------
  NET CASH FLOW AFTER DEBT SERVICE
                                      ---------------------                         --------------------------
                                      ---------------------                         --------------------------
  DSCR: (NOI/DEBT SERVICE)
                                      ---------------------                         --------------------------
                                      ---------------------                         --------------------------
  DSCR: (NCF/DEBT SERVICE)
                                      ---------------------                         --------------------------
                                      ------------------------------------------------------------------------
                                      ------------------------------------------------------------------------
  SOURCE OF FINANCIAL DATA:
                                      ------------------------------------------------------------------------
                                      (i.e.. operating statements, financial statements, tax return, other)
====================================================================================================================================
NOTES ANDASSUMPTIONS:This report should be completed annually for "Normalization" of Borrower's numbers.Methodology used is per
MBA/CMSA Standard Methodology unless otherwise noted.The "Normalized" column and corresponding comments should roll through to the
Operating Statement Analysis Report
INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS

</TABLE>

                                      R-5
<PAGE>


                                    EXHIBIT S
                   FORM OF OPERATING STATEMENT ANALYSIS REPORT
                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
====================================================================================================================================
PROPERTY OVERVIEW
<S>                                   <C>            <C>            <C>            <C>          <C>
                                      -------------
  PROSPECTUS ID
                                      -------------  -------------  -------------
  Current Scheduled Loan Balance/                                                 Current Allocated Loan Amount %
  Paid to Date
                                      ----------------------------------------------------------------------------------------------
  Property Name
                                      ----------------------------------------------------------------------------------------------
  Property Type
                                      ----------------------------------------------------------------------------------------------
  Property Address, City, State
                                      ----------------------------------------------------------------------------------------------
  Net Rentable SF/Units/Pads,Beds                                   Use second box to specify sqft.,units...
                                      -------------  -------------
  Year Built/Year Renovated
                                      -------------  -------------
  Cap Ex Reserve (annually)/
  per Unit.etc. (1)
                                      -------------  -------------
                                                                    specify annual/per unit...
                                      -------------  -------------
  Year of Operations                  UNDERWRITING   MM/DD/YY       MM/DD/YY       MM/DD/YY       MM/DD/YY
                                      -------------  -------------  -------------  -------------  -------------
  Occupancy Rate (physical)
                                      -------------  -------------  -------------  -------------  -------------
  Occupancy Date
                                      -------------  -------------  -------------  -------------  -------------
  Average Rental Rate
                                      -------------------------------------------------------------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents, excl. Leasing
                                          Commission and TI's

====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
INCOME:
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
                             -------------------------------------------------------------------------
                                                                                                        (prcdng yr     (prcdng yr to
  Number of Mos. Covered                                                                                to base)       2nd prcdng)
                             -------------------------------------------------------------------------------------------------------
  Period Ended               UNDERWRITING   3RD            2NDPRECEDING   PRECEDING YR.  TTM/YTD (2)    YYYY-U/W       YYYY-YYYY
                             BASE LINE      PRECEDING
                                           -----------------------------------------------------------------------------------------
  Statement                                                               (fm NOI Adj      AS OF//XX    VARIANCE       VARIANCE
  Classification(yr)                                                      Sheet)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

  Gross Potential Rent (3)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Less: Vacancy Loss
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
         OR
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Base Rent (3)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Expense Reimbursement
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Percentage Rent
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Parking Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*EFFECTIVE GROSS INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
                             (3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
OPERATING EXPENSES:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Real Estate Taxes
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Property Insurance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Utilities
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Repairs and Maintenance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Janitorial
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Management Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Payroll & Benefits
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Advertising & Marketing
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Professional Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  General and Administrative
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Ground Rent
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*TOTAL OPERATING EXPENSES
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
OPERATING EXPENSE RATIO
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET OPERATING INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Leasing Commissions
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Tenant Improvements
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Capital Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Extraordinary Capital
  Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
TOTAL CAPITAL ITEMS
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEBT SERVICE (PER SERVICER)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW AFTER
DEBT SERVICE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NOI/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NCF/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
SOURCE OF FINANCIAL DATA:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (ie. operating statements, financial statements, tax return, other)
====================================================================================================================================
NOTES AND ASSUMPTIONS:Years above will roll, always showing a 3yr sequential history.Comments from the most recent NOI Adjustment
Worksheet should be carried forward to Operating Statement Analysis Report.Year-over-year variances (either higher or lower) must be
explained and noted for the following: (greater than)10% DSCR CHANGE, (greater than)15% EGI/TOTAL OPERATING EXPENSES OR TOTAL
CAPITAL ITEMS.

INCOME: COMMENTS

EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA Loan Periodic Update File. Note that information for
multiple property loans must be consolidated (if available) for reporting to the CMSA Loan Periodic Update file.
</TABLE>

                                       S-1
<PAGE>


                MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT
                          (includes Mobile Home Parks)
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>
====================================================================================================================================
PROPERTY OVERVIEW
<S>                                   <C>            <C>            <C>            <C>          <C>
                                      -------------
  PROSPECTUS ID
                                      -------------  -------------  -------------
  Current Scheduled Loan Balance/                                                  Current Allocated Loan Amount %
  Paid to Date
                                      ----------------------------------------------------------------------------------------------
  Property Name
                                      ----------------------------------------------------------------------------------------------
  Property Type
                                      ----------------------------------------------------------------------------------------------
  Property Address, City, State
                                      ----------------------------------------------------------------------------------------------
  Net Rentable SF/Units/Pads,Beds                                   Use second box to specify sq ft.,units...
                                      -------------  -------------
  Year Built/Year Renovated
                                      -------------  -------------
  Cap Ex Reserve (annually)/
  per Unit.etc. (1)                                                 specify annual/per unit...
                                      -------------  -------------

  Year of Operations                  UNDERWRITING   MM/DD/YY       MM/DD/YY       MM/DD/YY       MM/DD/YY
                                      -------------  -------------  -------------  -------------  -------------
  Occupancy Rate (physical)
                                      -------------  -------------  -------------  -------------  -------------
  Occupancy Date
                                      -------------  -------------  -------------  -------------  -------------
  Average Rental Rate
                                      -------------------------------------------------------------------------

                                      (1) Total $ amount of Capital Reserves required annually by loan documents.

====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>

INCOME:
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
                             -------------------------------------------------------------------------
                                                                                                        (prcdng yr     (prcdng yr to
  Number of Mos. Covered                                                                                to base)       2nd prcdng)
                             -------------------------------------------------------------------------------------------------------
                                                           2ND
  Period Ended               UNDERWRITING   3RD PRECEDING  PRECEDING      PRECEDING YR.  TTM/YTD (2)    YYYY-U/W       YYYY-YYYY
                             BASE LINE      ----------------------------------------------------------------------------------------
  Statement                                                               (fm NOI
  Classification(yr)                                                       Adj Sheet)    AS OF//        VARIANCE       VARIANCE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Gross Potential Rent (3)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Less: Vacancy Loss
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
      OR
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Base Rent (3)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Laundry/Vending Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Parking Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*EFFECTIVE GROSS INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
                             (3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
OPERATING EXPENSES:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Real Estate Taxes
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Property Insurance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Utilities
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Repairs and Maintenance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Management Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Payroll & Benefits
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Advertising & Marketing
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Professional Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  General and
  Administrative
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Ground Rent
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*TOTAL OPERATING EXPENSES
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
OPERATING EXPENSE RATIO
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET OPERATING INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Capital Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Extraordinary Capital
  Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
TOTAL CAPITAL ITEMS
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEBT SERVICE (PER SERVICER)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW AFTER
DEBT SERVICE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NOI/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NCF/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------------------------------------------------------------------------------------------------
SOURCE OF FINANCIAL DATA:
                             -------------------------------------------------------------------------------------------------------
                             (ie. operating statements, financial statements, tax return, other)

====================================================================================================================================
NOTES ANDASSUMPTIONS: Years above will roll, always showing a 3yr sequential history.Comments from the most recent NOI Adjustment
Worksheet should be carried forward to Operating Statement Analysis Report.Year-over-year variances (either higher or lower) must be
explained and noted for the following: (greater than)10% DSCR CHANGE, (greater than)15% EGI/TOTAL OPERATING EXPENSES OR TOTAL
CAPITAL ITEMS.

INCOME: COMMENTS


EXPENSE: COMMENTS


CAPITAL ITEMS: COMMENTS


* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA Loan Periodic Update File. Note that information for
multiple property loans must be consolidated (if available) for reporting to the CMSA Loan Periodic Update file.
</TABLE>

                                       S-2
<PAGE>



                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
====================================================================================================================================
PROPERTY OVERVIEW
<S>                                   <C>            <C>            <C>           <C>             <C>
                                      -------------
  PROSPECTUS ID
                                      -------------  -------------  -------------
  Current Scheduled Loan Balance/
  Paid to Date                                                                    Current Allocated Loan Amount %
                                      ----------------------------------------------------------------------------------------------
  Property Name
                                      ----------------------------------------------------------------------------------------------
  Property Type
                                      ----------------------------------------------------------------------------------------------
  Property Address, City, State
                                      -------------  -------------
  Net Rentable SF/Units/Pads,Beds                                   Use second box to specify sqft.,units...

                                      -------------  -------------
  Year Built/Year Renovated
                                      -------------  -------------
  Cap Ex Reserve (annually)/
  per Unit.etc. (1)                                                 specify annual/per unit...
                                      -------------------------------------------------------------------------
  Year of Operations                  UNDERWRITING   MM/DD/YY       MM/DD/YY       MM/DD/YY       MM/DD/YY
                                      -------------  -------------  -------------  -------------  -------------

  Occupancy Rate (physical)
                                      -------------  -------------  -------------  -------------  -------------
  Occupancy Date
                                      -------------  -------------  -------------  -------------  -------------
  Average Daily Rate
                                      -------------  -------------  -------------  -------------  -------------
  Rev per Av. Room
                                      -------------  -------------  -------------  -------------  -------------
                                      (1) Total $ amount of Capital Reserves required annually by loan documents
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
INCOME:
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
                                            -------------  -------------  -------------  -------------
  Number of Mos. Covered                                                                                (prcdng yr     (prcdng yr to
                                                                                                        to base)       2nd prcdng)
                             -------------------------------------------------------------------------------------------------------
  Period Ended               UNDERWRITING   3RD PRECEDING  2NDPRECEDING   PRECEDING YR.  TTM/YTD (2)    YYYY-U/W       YYYY-YYYY
                             -------------------------------------------------------------------------------------------------------
  Statement                                                               (fm NOI
  Classification (yr)        BASE LINE                                    Adj Sheet)     AS OF//        VARIANCE       VARIANCE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Room Revenue
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Food & Beverage Revenues
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Telephone Revenue
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Departmental Revenue
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  *DEPARTMENTAL REVENUE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
OPERATING EXPENSES:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEPARTMENTAL
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Room
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Food & Beverage
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Telephone Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Dept. Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEPARTMENTAL EXPENSES:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEPARTMENTAL INCOME:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
GENERAL/UNALLOCATED
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Real Estate Taxes
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Property Insurance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Utilities
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Repairs and Maintenance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Franchise Fee
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Management Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Payroll & Benefits
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Advertising & Marketing
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Professional Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  General and Administrative
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Ground Rent
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
TOTAL GENERAL/UNALLOCATED
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
(For CMSA files, Total
Expenses = Dept. Exp +
General Exp.)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
   OPERATING EXPENSE RATIO
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
(=Departmental Revenue/
(Dept. Exp. + General Exp.))
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET OPERATING INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Capital Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Extraordinary Capital
  Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  TOTAL CAPITAL ITEMS
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEBT SERVICE (PER SERVICER)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW AFTER
 DEBT SERVICE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NOI/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NCF/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
SOURCE OF FINANCIAL DATA:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (ie. operating statements, financial statements, tax return, other)
====================================================================================================================================
NOTES ANDASSUMPTIONS: Years above will roll, always showing a 3yr sequential history.Comments from the most recent NOI Adjustment
Worksheet should be carried forward to Operating Statement Analysis Report.Year-over-year variances (either higher or lower) must be
explained and noted for the following: (greater than)10% DSCR CHANGE, (greater than)15% DEPT REVENUE, DEPT EXPENSES, GENERAL
EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS

EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA Loan Periodic Update File. Note that information for
multiple property loans must be consolidated (if available) for reporting to the CMSA Loan Periodic Update file.
</TABLE>

                                      S-3
<PAGE>



                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
====================================================================================================================================
PROPERTY OVERVIEW
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
                             -------------
  PROSPECTUS ID
                             -------------  -------------  -------------
  Current Scheduled Loan
  Balance/Paid to Date                                                  Current Allocated Loan Amount %
                             -------------------------------------------------------------------------------------------------------
  Property Name
                             -------------------------------------------------------------------------------------------------------
  Property Type
                             -------------------------------------------------------------------------------------------------------
  Property Address, City,
  State
                             -------------------------------------------------------------------------------------------------------
  Net Rentable SF/Units/
  Pads,Beds                                                Use second box to specify sqft.,units...
                             -------------  -------------
  Year Built/Year Renovated
                             -------------  -------------
  Cap Ex Reserve (annually)/
  per Unit.etc. (1)                                        specify annual/per unit...
                             -------------  -------------

  Year of Operations         UNDERWRITING   MM/DD/YY       MM/DD/YY       MM/DD/YY       MM/DD/YY
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Occupancy Rate (physical)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Occupancy Date
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Average Rental Rate
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (1) Total $ amount of Capital Reserves required annually by loan documents
====================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
INCOME:
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
                                            -------------  -------------  -------------  -------------
  Number of Mos. Covered                                                                                (prcdng yr     (prcdng yr to
                                                                                                        to base)       2nd prcdng)
                             -------------------------------------------------------------------------------------------------------
  Period Ended               UNDERWRITING   3RD PRECEDING  2NDPRECEDING   PRECEDING YR.  TTM/YTD (2)    YYYY-U/W       YYYY-YYYY
                             BASE LINE      ----------------------------------------------------------------------------------------
  Statement                                                               (fm NOI
  Classification (yr)                                                     Adj Sheet)     AS OF//        VARIANCE       VARIANCE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------

                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Less: Vacancy Loss
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
      OR
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Private Pay (3)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Medicare/Medicaid
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Nursing/Medical Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Meals Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Income
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*EFFECTIVE GROSS INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             (2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.
                             (3) Use either Gross Potential (with Vacancy Loss) or Private Pay/Medicare/Medicaid; use negative $amt
                                 for Vacancy Loss Gross Potential Rent (3)
OPERATING EXPENSES:
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Real Estate Taxes
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Property Insurance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Utilities
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Repairs and Maintenance
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Management Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Payroll & Benefits
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Advertising & Marketing
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Professional Fees
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  General and Administrative
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Room expense -
  housekeeping
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Meal expense
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Other Expenses
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Ground Rent
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*TOTAL OPERATING EXPENSES
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  OPERATING EXPENSE RATIO
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET OPERATING INCOME
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Capital Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  Extraordinary Capital
  Expenditures
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
  TOTAL CAPITAL ITEMS
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW
                             -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
DEBT SERVICE (PER SERVICER)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*NET CASH FLOW AFTER
 DEBT SERVICE
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NOI/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
*DSCR: (NCF/DEBT SERVICE)
                             -------------  -------------  -------------  -------------  -------------  -------------  -------------
                             -------------  -------------  -------------  -------------
SOURCE OF FINANCIAL DATA:
                             -------------  -------------  -------------  -------------
                             (ie. operating statements, financial statements, tax return, other)
====================================================================================================================================
NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential history.  Comments from the most recent NOI
Adjustment Worksheet should be carried forward to Operating Statement Analysis Report.  Year-over-year variances (either higher or
lower) must be explained and noted for the following: (greater than)10% DSCR CHANGE, (greater than)15% EGI/TOTAL OPERATING EXPENSES
OR TOTAL CAPITAL ITEMS.

INCOME: COMMENTS

EXPENSE: COMMENTS

CAPITAL ITEMS: COMMENTS

 * Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA Loan Periodic Update File. Note that information for
multiple property loans must be consolidated (if available) for reporting to the CMSA Loan Periodic Update file.


</TABLE>

                                      S-4
<PAGE>


                                    EXHIBIT T

                  FORM OF INTERIM DELINQUENT LOAN STATUS REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                          DELINQUENT LOAN STATUS REPORT


                            AS OF __________________
                               (LOAN LEVEL REPORT

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

--------------------  -------------------------  -------------------------------
        S4                      L8
--------------------  -------------------------  -------------------------------

--------------------  -------------------------  -------------------------------
LOAN PROSPECTUS ID         PAID THRU DATE                   COMMENTS
--------------------  -------------------------  -------------------------------

--------------------  -------------------------  -------------------------------
LOAN(S) DELINQUENT AS OF MONTH END
--------------------  -------------------------  -------------------------------

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

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

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

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

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

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

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

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

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

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

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



                                       T-1
<PAGE>


                                    EXHIBIT U
                     FORM OF CMSA LOAN PERIODIC UPDATE FILE

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT )
                             Cross Referenced as "L"

<TABLE>
<CAPTION>
--------------------------------  --------------------------------------------------------------------------------------------------
       SPECIFICATION                        DESCRIPTION/COMMENTS
--------------------------------  --------------------------------------------------------------------------------------------------
<S>                               <C>
--------------------------------  --------------------------------------------------------------------------------------------------
Acceptable Media Types            Magnetic Tape, Diskette, Electronic Transfer
--------------------------------  --------------------------------------------------------------------------------------------------
Character Set                     ASCII
--------------------------------  --------------------------------------------------------------------------------------------------
Field Delineation                 Comma
--------------------------------  --------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)          1600 or 6250
--------------------------------  --------------------------------------------------------------------------------------------------
Magnetic Tape Label               None (unlabeled)
--------------------------------  --------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor     10285 (17 records per block)
--------------------------------  --------------------------------------------------------------------------------------------------
Physical Media Label              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                  Record Length
--------------------------------  --------------------------------------------------------------------------------------------------
Return Address Label              Required for return of physical media (magnetic tape or diskette)
--------------------------------  --------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------  ------------------------------------------------------------------------------
                                                        FIELD                                                 FORMAT
   FIELD NAME                                           NUMBER                 TYPE                           EXAMPLE
----------------------------------------------------  ------------------------------------------------------------------------------
<S>                                                    <C>                      <C>                           <C>
----------------------------------------------------  ------------------------------------------------------------------------------
Transaction Id                                             1                    AN                            XXX97001
----------------------------------------------------  ------------------------------------------------------------------------------
Group Id                                                   2                    AN                            XXX9701A
----------------------------------------------------  ------------------------------------------------------------------------------
Loan Id                                                    3                    AN                         00000000012345
----------------------------------------------------  ------------------------------------------------------------------------------
Prospectus Loan Id                                         4                    AN                              123
----------------------------------------------------  ------------------------------------------------------------------------------
Distribution Date                                          5                    AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Current Beginning Scheduled Balance                        6                  Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Current Ending Scheduled  Balance                          7                  Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Paid To Date                                               8                    AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Current Index Rate                                         9                  Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Current Note Rate                                          10                 Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Maturity Date                                              11                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Servicer and Trustee Fee Rate                              12                 Numeric                         0.00025
----------------------------------------------------  ------------------------------------------------------------------------------
Fee Rate/Strip Rate 1                                      13                 Numeric                         0.00001
----------------------------------------------------  ------------------------------------------------------------------------------
Fee Rate/Strip Rate 2                                      14                 Numeric                         0.00001
----------------------------------------------------  ------------------------------------------------------------------------------
Fee Rate/Strip Rate 3                                      15                 Numeric                         0.00001
----------------------------------------------------  ------------------------------------------------------------------------------
Fee Rate/Strip Rate 4                                      16                 Numeric                         0.00001
----------------------------------------------------  ------------------------------------------------------------------------------
Fee Rate/Strip Rate 5                                      17                 Numeric                         0.00001
----------------------------------------------------  ------------------------------------------------------------------------------
Net Rate                                                   18                 Numeric                          0.0947
----------------------------------------------------  ------------------------------------------------------------------------------
Next Index Rate                                            19                 Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Next Note Rate                                             20                 Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Next Rate Adjustment Date                                  21                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Next Payment Adjustment Date                               22                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Scheduled Interest Amount                                  23                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Scheduled Principal Amount                                 24                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Total Scheduled P&I Due                                    25                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
<CAPTION>

------------  ----------------------------------------------------------------------------------------------------------------------
    FIELD
    NUMBER                                  DESCRIPTION/COMMENTS
------------  ----------------------------------------------------------------------------------------------------------------------
    <S>       <C>
------------  ----------------------------------------------------------------------------------------------------------------------
      1       Unique Issue Identification Mnemonic
------------  ----------------------------------------------------------------------------------------------------------------------
      2       Unique Identification Number Assigned To Each Loan Group Within An Issue
------------  ----------------------------------------------------------------------------------------------------------------------
      3       Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
------------  ----------------------------------------------------------------------------------------------------------------------
      4       Unique Identification Number Assigned To Each Collateral Item In The Prospectus
------------  ----------------------------------------------------------------------------------------------------------------------
      5       Date Payments  Made To Certificateholders
------------  ----------------------------------------------------------------------------------------------------------------------
      6       Outstanding Sched Prin Bal at Beginning of current period that is part of the trust
------------  ----------------------------------------------------------------------------------------------------------------------
      7       Outstanding Sched Prin Bal at End of current period that is part of the trust
------------  ----------------------------------------------------------------------------------------------------------------------
      8       Date loan is paid through. One frequency < the date the loan is due for next payment
------------  ----------------------------------------------------------------------------------------------------------------------
      9       Index Rate Used In The Determination Of The Current Period Gross Interest Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      10      Annualized Gross Rate Applicable To Calculate The Current Period Scheduled Interest
------------  ----------------------------------------------------------------------------------------------------------------------
      11      Date Collateral Is Scheduled To Make Its Final Payment
------------  ----------------------------------------------------------------------------------------------------------------------
      12      Annualized Fee Paid To The Servicer And Trustee
------------  ----------------------------------------------------------------------------------------------------------------------
      13      Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      14      Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      15      Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      16      Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      17      Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      18      Annualized Interest Rate Applicable To Calculate The Current Period Remittance Int.
------------  ----------------------------------------------------------------------------------------------------------------------
      19      Index Rate Used In The Determination Of The Next Period Gross Interest Rate
------------  ----------------------------------------------------------------------------------------------------------------------
      20      Annualized Gross Interest Rate Applicable To Calc Of The Next Period Sch. Interest
------------  ----------------------------------------------------------------------------------------------------------------------
      21      Date Note Rate Is Next Scheduled To Change
------------  ----------------------------------------------------------------------------------------------------------------------
      22      Date Scheduled P&I Amount Is Next Scheduled To Change
------------  ----------------------------------------------------------------------------------------------------------------------
      23      Scheduled Gross Interest Payment Due For The Current Period that goes to the trust
------------  ----------------------------------------------------------------------------------------------------------------------
      24      Scheduled Principal Payment Due For The Current Period that goes to the trust
------------  ----------------------------------------------------------------------------------------------------------------------
      25      Scheduled Principal & Interest Payment Due For Current Period for the trust
------------  ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       U-1
<PAGE>

<TABLE>
<CAPTION>
                                                        FIELD                                                 FORMAT
          FIELD NAME                                    NUMBER                TYPE                            EXAMPLE
----------------------------------------------------  ------------------------------------------------------------------------------
<S>                                                    <C>                      <C>                           <C>
Neg am/Deferred Interest Amount                            26                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Unscheduled Principal Collections                          27                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Other Principal Adjustments                                28                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Liquidation/Prepayment Date                                29                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Prepayment Penalty/Yld Maint Rec'd                         30                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Prepayment Interest Excess (Shortfall)                     31                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Liquidation/Prepayment Code                                32                 Numeric                            1
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent ASER Amount                                    33                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Blank                                                      34                   AN                             Blank
----------------------------------------------------  ------------------------------------------------------------------------------
Cumulative ASER Amount                                     35                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Actual Balance                                             36                 Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Total P&I Advance Outstanding                              37                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Total T&I Advance Outstanding                              38                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Other Expense Advance Outstanding                          39                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Status of Loan                                             40                   AN                               1
----------------------------------------------------  ------------------------------------------------------------------------------
In Bankruptcy                                              41                   AN                               Y
----------------------------------------------------  ------------------------------------------------------------------------------
Foreclosure Date                                           42                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
REO Date                                                   43                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Bankruptcy Date                                            44                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Net Proceeds Received on Liquidation                       45                 Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Liquidation Expense                                        46                 Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Realized Loss to Trust                                     47                 Numeric                         10000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Date of Last Modification                                  48                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Modification Code                                          49                 Numeric                            1
----------------------------------------------------  ------------------------------------------------------------------------------
Modified Note Rate                                         50                 Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Modified Payment Rate                                      51                 Numeric                           0.09
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year Revenue                              52                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year Operating Expenses                   53                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year NOI                                  54                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year Debt Svc Amount                      55                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NOI)                           56                 Numeric                           2.55
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year Physical Occupancy                   57                 Numeric                           0.85

----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year Financial As of Date                 58                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year Revenue                       59                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year Operating Expenses            60                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year NOI                           61                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year Debt Service Amount           62                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NOI)                    63                 Numeric                           2.55
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year Physical Occupancy            64                 Numeric                           0.85

----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year Financial As of Date          65                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Revenue                                        66                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Operating Expenses                             67                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent NOI                                            68                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Debt Service Amount                            69                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent DSCR (NOI)                                     70                 Numeric                           2.55
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Physical Occupancy                             71                 Numeric                           0.85

----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Financial As of Start Date                     72                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------


<CAPTION>
  FIELD
  NUMBER                         DESCRIPTION/COMMENTS
------------  ----------------------------------------------------------------------------------------------------------------------
 <S>          <C>
     26       Negative Amortization/Deferred Interest Amount Due For The Current Period
------------  ----------------------------------------------------------------------------------------------------------------------
     27       Unscheduled Payments Of Principal Received During The Related Collection Period
------------  ----------------------------------------------------------------------------------------------------------------------
     28       Unscheduled Principal Adjustments For The Related Collection Period
------------  ----------------------------------------------------------------------------------------------------------------------
     29       Date Unscheduled Payment Of Principal Received
------------  ----------------------------------------------------------------------------------------------------------------------
     30       Additional Payment Req'd From Borrower Due To Prepayment Of Loan Prior To Maturity
------------  ----------------------------------------------------------------------------------------------------------------------
     31       Interest Shortfall or Excess as calculated by Servicer per the Trust documents
------------  ----------------------------------------------------------------------------------------------------------------------
     32       See Liquidation/Prepayment Codes Legend
------------  ----------------------------------------------------------------------------------------------------------------------
     33       Appraisal Subordinated Entitlement Reduction - The difference between a full advance and the reduced advance is the
              ASER or as defined in the Trust documents
------------  ----------------------------------------------------------------------------------------------------------------------
     34       Left blank on purpose. (Note: was previously Most Recent ASER Date. Field not considered applicable to ASER.)
------------  ----------------------------------------------------------------------------------------------------------------------
     35       Cumulative Appraisal Subordinated Entitlement Reduction
------------  ----------------------------------------------------------------------------------------------------------------------
     36       Outstanding Actual Principal Balance At The End Of The Current Period
------------  ----------------------------------------------------------------------------------------------------------------------
     37       Outstanding P&I Advances At The End Of The Current Period
------------  ----------------------------------------------------------------------------------------------------------------------
     38       Outstanding Taxes & Insurance Advances At The End Of The Current Period
------------  ----------------------------------------------------------------------------------------------------------------------
     39       Other Outstanding Advances At The End Of The Current Period
------------  ----------------------------------------------------------------------------------------------------------------------
     40       See Status Of Loan Legend
------------  ----------------------------------------------------------------------------------------------------------------------
     41       Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
------------  ----------------------------------------------------------------------------------------------------------------------
     42       P27 -  If Multiple properties have the same date then print that date otherwise leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     43       P28 -  If Multiple properties have the same date then print that date otherwise leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     44       Date Of Bankruptcy
------------  ----------------------------------------------------------------------------------------------------------------------
     45       Net Proceeds Rec'd On Liquidation To Be Remitted to the Trust per the Trust Documents
------------  ----------------------------------------------------------------------------------------------------------------------
     46       Expenses Associated With The Liq'n To Be Netted from the Trust per the Trust Documents
------------  ----------------------------------------------------------------------------------------------------------------------
     47       Liquidation Balance Less Net Liquidation Proceeds Received (as defined in Trust documents)
------------  ----------------------------------------------------------------------------------------------------------------------
     48       Date Loan Was Modified
------------  ----------------------------------------------------------------------------------------------------------------------
     49       See Modification Codes Legend
------------  ----------------------------------------------------------------------------------------------------------------------
     50       Note Rate Loan Modified To
------------  ----------------------------------------------------------------------------------------------------------------------
     51       Payment Rate Loan Modified To
------------  ----------------------------------------------------------------------------------------------------------------------
     52       P54 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     53       P55 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     54       P56 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     55       P57 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     56       P58 - If Multiple properties populate using the "DSCR Indicator Legend" rule. Preceding Fiscal Yr Debt Svc Cvrge Ratio
              using NOI
------------  ----------------------------------------------------------------------------------------------------------------------
     57       P59 - If Multiple properties, Use weighted average by using the calculation [Current Allocated % (Prop) * Occupancy
              (Oper)] for each Property, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     58       P53 - If Multiple properties and all the same then print the date, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     59       P61 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     60       P62 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     61       P63 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     62       P64 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     63       P65 - If Multiple properties populate using the "DSCR Indicator Legend" rule.   Second Preceding Fiscal Year Debt
              Service Coverage Ratio using NOI
------------  ----------------------------------------------------------------------------------------------------------------------
     64       P66 - If Multiple properties, Use weighted average by using the calculation [Current Allocated % (Prop) * Occupancy
              (Oper)] for each Property, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     65       P60 - If Multiple properties and all the same then print the date, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     66       P68 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     67       P69 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     68       P70 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     69       P71 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     70       P72 - If Multiple properties populate using the "DSCR Indicator Legend" rule.   Most Recent Debt Service Coverage
              Ratio using NOI
------------  ----------------------------------------------------------------------------------------------------------------------
     71       P29 - If Multiple properties, Use weighted average by using the calculation [Current Allocated % (Prop) * Occupancy
              (Oper)] for each Property, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     72       P73 - If Multiple properties and all the same then print the date, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
</TABLE>




                                      U-2
<PAGE>

<TABLE>
<CAPTION>
<S>                                                    <C>                      <C>                           <C>
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Financial As of End Date                       73                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Appraisal Date                                 74                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Appraisal Value                                75                 Numeric                        100000.00
----------------------------------------------------  ------------------------------------------------------------------------------
Workout Strategy Code                                      76                 Numeric                            1
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Special Servicer Transfer Date                 77                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Master Servicer Return Date                    78                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Date Asset Expected to Be Resolved or Foreclosed           79                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Blank                                                      80                   AN                             Blank
----------------------------------------------------  ------------------------------------------------------------------------------
Current Hyper Amortizing Date                              81                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent Financial Indicator                            82                   AN                             T or Y

----------------------------------------------------  ------------------------------------------------------------------------------
Last Setup Change Date                                     83                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Last Loan Contribution Date                                84                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Last Property Contribution Date                            85                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Number of Properties                                       86                 Numeric                          13.00
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Year DSCR Indicator                              87                   AN                              Text
----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Year DSCR Indicator                       88                   AN                              Text
----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent  DSCR Indicator                                89                   AN                              Text
----------------------------------------------------  ------------------------------------------------------------------------------
NOI/NCF Indicator                                          90                   AN                              Text

----------------------------------------------------  ------------------------------------------------------------------------------
Date of Assumption                                         91                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year NCF                                  92                 Numeric                         1000.00

----------------------------------------------------  ------------------------------------------------------------------------------
Preceding Fiscal Year DSCR (NCF)                           93                 Numeric                           2.55

----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year NCF                           94                 Numeric                         1000.00

----------------------------------------------------  ------------------------------------------------------------------------------
Second Preceding Fiscal Year DSCR (NCF)                    95                 Numeric                           2.55

----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent NCF                                            96                 Numeric                         1000.00

----------------------------------------------------  ------------------------------------------------------------------------------
Most Recent DSCR (NCF)                                     97                 Numeric                         1000.00

----------------------------------------------------  ------------------------------------------------------------------------------
Defeasance Status                                          98                   AN                              Text
----------------------------------------------------  ------------------------------------------------------------------------------
ARA Amount                                                 99                 Numeric                         1000.00
----------------------------------------------------  ------------------------------------------------------------------------------
ARA Date                                                  100                   AN                            YYYYMMDD
----------------------------------------------------  ------------------------------------------------------------------------------
Credit Tenant Lease                                       101                   AN                               Y
----------------------------------------------------  ------------------------------------------------------------------------------

<CAPTION>

------------  ----------------------------------------------------------------------------------------------------------------------
     73       P74 - If Multiple properties and all the same then print the date, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     74       P24 - If Multiple properties and all the same then print the date, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     75       P25 - If Multiple properties then sum the value, if missing any then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     76       See Workout Strategy Codes Legend
------------  ----------------------------------------------------------------------------------------------------------------------
     77       Date Transferred To The Special Servicer
------------  ----------------------------------------------------------------------------------------------------------------------
     78       Date Returned To The Master Servicer or Primary Servicer
------------  ----------------------------------------------------------------------------------------------------------------------
     79       P26 - If Multiple properties then print the latest date from the affiliated properties. If in Foreclosure - Expected
              Date of Foreclosure and if REO - Expected Sale Date.
------------  ----------------------------------------------------------------------------------------------------------------------
     80       Left blank on purpose. (Note : was previously Year Renovated. Use the Property File field 15 instead)
------------  ----------------------------------------------------------------------------------------------------------------------
     81       S79 - Current Anticipated Repayment Date.  Date will be the same as setup file unless the loan is modified and a new
              date assigned
------------  ----------------------------------------------------------------------------------------------------------------------
     82       P75 - T= Trailing 12 months Y = Year to Date, Check Start & End Date Applies to field L66 to L73. If Multiple
              properties and all the same then print the value, if missing any or if the values are not the same, then leave empty
------------  ----------------------------------------------------------------------------------------------------------------------
     83       S82 - Distribution Date that information changed last in the setup file by loan
------------  ----------------------------------------------------------------------------------------------------------------------
     84       Date the loan was contributed
------------  ----------------------------------------------------------------------------------------------------------------------
     85       P67 - Date the latest property or properties were contributed. For Multiple properties print the latest date from the
              affiliated properties
------------  ----------------------------------------------------------------------------------------------------------------------
     86       S54 - The Number of Properties Underlying the Mortgage Loan
------------  ----------------------------------------------------------------------------------------------------------------------
     87       Flag used to explain how the DSCR was calculated when there are multiple properties. See DSCR Indicator Legend.
------------  ----------------------------------------------------------------------------------------------------------------------
     88       Flag used to explain how the DSCR was calculated when there are multiple properties. See DSCR Indicator Legend.
------------  ----------------------------------------------------------------------------------------------------------------------
     89       Flag used to explain how the DSCR was calculated when there are multiple properties. See DSCR Indicator Legend.
------------  ----------------------------------------------------------------------------------------------------------------------
     90       Indicates how NOI or Net Cash Flow was calculated should be the same for each financial period.  See NOI/NCF Indicator
              Legend. P84 - If Multiple Properties and all the same then print value, if missing any or if the values are not the
              same, then leave empty.
------------  ----------------------------------------------------------------------------------------------------------------------
     91       Date the loan last assumed by a new borrower- empty if never assumed
------------  ----------------------------------------------------------------------------------------------------------------------
     92       P78 - Preceding Fiscal Year Net Cash Flow related to Financial As of Date L58. If Multiple properties then sum the
              value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     93       P79 - Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial As of Date L58. If Multiple
              properties populate using the "DSCR Indicator Legend" rule.
------------  ----------------------------------------------------------------------------------------------------------------------
     94       P80 - Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date L65. If Multiple properties then sum
              the value, if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     95       P81 - Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow related to Financial As of Date
              L65. If Multiple properties populate using the "DSCR Indicator Legend" rule.
------------  ----------------------------------------------------------------------------------------------------------------------
     96       P82 - Most Recent Net Cash Flow related to Financial As of Ending Date L73. If Multiple properties then sum the value,
              if missing any then populate using the "DSCR Indicator Legend" rule
------------  ----------------------------------------------------------------------------------------------------------------------
     97       P83 - Most Recent Debt Service Coverage Ratio using Net Cash Flow related to Financial As of Ending Date L73. If
              Multiple properties populate using the "DSCR Indicator Legend" rule.
------------  ----------------------------------------------------------------------------------------------------------------------
     98       See Defeasance Status Legend
------------  ----------------------------------------------------------------------------------------------------------------------
     99       Appraisal Reduction Amount - Excess of the principal balance over the defined appraisal % or as defined in the trust
              documents
------------  ----------------------------------------------------------------------------------------------------------------------
    100       Date of appraisal used to calculate ARA
------------  ----------------------------------------------------------------------------------------------------------------------
    101       S87 - Y=Yes,  N=No
------------  ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       U-3

<PAGE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
       WORKOUT STRATEGY CODE LEGEND                                                          STATUS OF MORTGAGE LOAN
-----------------------------------------         ----------------------------------------------------------------------------------
                                                                                                    LEGEND
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                        <C>                         <C>
  1    Modification                                       A                   Payment Not Received But Still In Grace Period
------------------------------------------------------------------------------------------------------------------------------------
  2    Foreclosure                                        B                   Late Payment But Less Than 30 days Delinquent
------------------------------------------------------------------------------------------------------------------------------------
  3    Bankruptcy                                         0                   Current
------------------------------------------------------------------------------------------------------------------------------------
  4    Extension                                          1                   30-59 Days Delinquent
------------------------------------------------------------------------------------------------------------------------------------
  5    Note Sale                                          2                   60-89 Days Delinquent
------------------------------------------------------------------------------------------------------------------------------------
  6    DPO                                                3                   90+ Days Delinquent
------------------------------------------------------------------------------------------------------------------------------------
  7    REO                                                4                   Assumed Scheduled Payment (Performing Matured Balloon)
------------------------------------------------------------------------------------------------------------------------------------
  8    Resolved                                           7                   Foreclosure
------------------------------------------------------------------------------------------------------------------------------------
  9    Pending Return to Master Servicer                  9                   REO
------------------------------------------------------------------------------------------------------------------------------------
 10    Deed In Lieu Of Foreclosure
------------------------------------------------------------------------------------------------------------------------------------
 11    Full Payoff                                 MODIFICATION CODE
------------------------------------------------------------------------------------------------------------------------------------
 12    Reps and Warranties                               LEGEND
------------------------------------------------------------------------------------------------------------------------------------
 13    Other or TBD                                        1                   Maturity Date Extension
-----------------------------------------         ----------------------------------------------------------------------------------
                                                           2                   Amortization Change
-----------------------------------------         ----------------------------------------------------------------------------------
       LIQUIDATION/PREPAYMENT CODE                         3                   Principal Write-Off
-----------------------------------------         ----------------------------------------------------------------------------------
             LEGEND                                        4                   Combination
-----------------------------------------         ----------------------------------------------------------------------------------
</TABLE>

                                      U-4

<PAGE>
                                EXHIBIT V-1

               FORM OF CERTIFICATEROLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER

                                                                          [Date]
[__________]
[address]
[address]
Attn: _________________________

      Re: Merrill Lynch Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates, Series 200_-____

         In accordance with Section 3.15 of the Pooling and Servicing Agreement
dated as of _________, 200_ (the "Pooling and Servicing Agreement"), among
Merrill Lynch Mortgage Investors, Inc., as depositor (the "Depositor"), [Master
Servicer], as master servicer, [Special Servicer], as special servicer,
[Trustee], as trustee (the "Trustee'), and [Fiscal Agent], as fiscal agent, with
respect to the Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200_-____ (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1. The undersigned is a beneficial owner of the Class _____
    Certificates.

         2. The undersigned is requesting access to the information posted to
    the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
    Servicing Agreement, or the information identified on the schedule attached
    hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
    "Information").

         3. In consideration of the Trustee's disclosure to the undersigned of
    the Information, the undersigned will keep the Information confidential
    (except from its agents and auditors), and such Information will not,
    without the prior written consent of the Trustee, be disclosed by the
    undersigned or by its officers, directors, partners, employees, agents or
    representatives (collectively, the "Representatives") in any manner
    whatsoever, in whole or in part; provided that the undersigned may provide
    all or any part of the Information to any other person or entity that holds
    or is contemplating the purchase of any Certificate or interest therein, but
    only if such person or entity confirms in writing such ownership interest or
    prospective ownership interest and agrees to keep it confidential.

         3. The undersigned will not use or disclose the Information in any
    manner which could result in a violation of any provision of the Securities
    Act of 1933, as amended, (the "Securities Act"), or the Securities Exchange
    Act of 1934, as amended, or would require registration of any Certificate
    pursuant to Section 5 of the Securities Act.

         4. The undersigned shall be fully liable for any breach of this
    agreement by itself or any of its Representatives and shall indemnify the
    Depositor, the Trustee, the

                                     V-1-1
<PAGE>

    Master Servicer, the Special Servicer and the Trust for any loss, liability
    or expense incurred thereby with respect to any such breach by the
    undersigned or any of its Representatives.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
    hereto by its duly authorized officer, as of the day and year written above.



                                      ------------------------------------------
                                         BENEFICIAL HOLDER OF A CERTIFICATE

                                       By:
                                           -------------------------------------

                                           Name:
                                                  ------------------------------
                                           Title:
                                                  ------------------------------
                                           Date:
                                                  ------------------------------



                                     V-1-2
<PAGE>

                                   EXHIBIT V-2

                     FORM PROSPECTIVE PURCHASER CERTIFICATE

                                                                          [Date]


[__________]
[address]
[address]
Attn: _________________________

Re: Merrill Lynch Mortgage Trust
    Commercial Mortgage Pass-Through Certificates,
    Series 200_-____ (the "Certificates")

         In accordance with Section 3.15 of the Pooling and Servicing Agreement,
dated as of _______, 200_ (the "Pooling and Servicing Agreement"), among Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor") [Master
Servicer], as master servicer, [Special Servicer], as special servicer,
[Trustee] as trustee (the "Trustee"), and [Fiscal Agent], as fiscal agent, with
respect to the Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200_-____ (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1. The undersigned is contemplating an investment in the Class
    Certificates.

         2. The undersigned is requesting access to the information posted to
    the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
    Servicing Agreement, or the information identified on the schedule attached
    hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
    "Information') for use in evaluating such possible investment.

         3. In consideration of the Trustee's disclosure to the undersigned of
    the Information, the undersigned will keep the Information confidential
    (except from its agents and auditors), and such Information will not,
    without the prior written consent of the Trustee, be disclosed by the
    undersigned or by its officers, directors, partners employees, agents or
    representatives (collectively, the "Representatives") in any manner
    whatsoever, in whole or in part.

    The undersigned will not use or disclose the Information in any manner which
    could result in a violation of any provision of the Securities Act of 1933,
    as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
    as amended, or would require registration of any Certificate pursuant to
    Section 5 of the Securities Act.

         4. The undersigned shall be fully liable for any breach of this
    agreement by itself or any of its Representatives and shall indemnify the
    Depositor, the Trustee, the Master Servicer, the Special Servicer and the
    Trust for any loss, liability or expense incurred thereby with respect to
    any such breach by the undersigned or any of its Representatives.



                                     V-2-1
<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.



                                    -------------------------------------------
                                              [PROSPECTIVE PRUCAHSER]
                                     By:
                                         --------------------------------------

                                         Name:
                                                -------------------------------
                                         Title:
                                                -------------------------------
                                         Phone:
                                                -------------------------------


                                     V-2-2

<PAGE>

                                    EXHIBIT W
                          FORM OF CMSA BOND FILE REPORT

                                      CSSA
                             BOND LEVEL FILE LAYOUT
               BOND LEVEL ONLY - REFLECTS DISTRIBUTION STATEMENTS
                             VERSION 1.0 (12/31/98)

<TABLE>
<CAPTION>
--------------------------------------------------------  -----------------------------------------------------------
                                                                                                 FORMAT
                     FIELD NAME                              #             TYPE                  EXAMPLE
--------------------------------------------------------  -----------------------------------------------------------

--------------------------------------------------------  -----------------------------------------------------------
Character Set                                                              ASCII
Field Delineation                                                          Comma
--------------------------------------------------------  -----------------------------------------------------------

--------------------------------------------------------  -----------------------------------------------------------
<S>                                                            <C>          <C>                              <C>
Transaction Id                                                 1              AN                            XXX97001
Distribution Date                                              2              AN                            YYYYMMDD
Record Date                                                    3              AN                            YYYYMMDD
Class Name/Class Id                                            4              AN                                 A-1
Cusip                                                          5              AN                           999999AA1
Original Balance                                               6            Numeric                       1000000.00
Notional Flag                                                  7              AN                                   Y
Beginning Balance                                              8            Numeric                        100000.00
Scheduled Principal                                            9            Numeric                          1000.00
Unscheduled Principal                                         10            Numeric                          1000.00
Total Principal Distribution                                  11            Numeric                          1000.00
Deferred Interest                                             12            Numeric                          1000.00
Realized Loss (Gain)                                          13            Numeric                          1000.00
Cumulative Realized Losses                                    14            Numeric                        100000.00
Ending Balance                                                15            Numeric                          1000.00
Current Index Rate                                            16            Numeric                            0.055
Current Remittance Rate / Pass-Through Rate                   17            Numeric                            0.075
Accrual Method                                                18            Numeric                                1
Current Accrual Days                                          19            Numeric                               30
Interest Accrued                                              20            Numeric                          1000.00
Prepayment Penalty/Premium Allocation                         21            Numeric                          1000.00
Yield Maintenance Allocation                                  22            Numeric                          1000.00
Other Interest Distribution                                   23            Numeric                          1000.00
Prepayment Interest Shortfall                                 24            Numeric                          1000.00
Appraisal Reduction Allocation                                25            Numeric                          1000.00
Other Interest Shortfall                                      26            Numeric                          1000.00
Total Interest Distribution                                   27            Numeric                          1000.00
Cumulative Appraisal Reduction                                28            Numeric                          1000.00
Cumulative Prepayment Penalty/Premium Allocation              29            Numeric                          1000.00
Cumulative Yield Maintenance Allocation                       30            Numeric                          1000.00
Beginning Unpaid Interest Balance                             31            Numeric                          1000.00
Ending Unpaid Interest Balance                                32            Numeric                          1000.00
DCR - Original Rating                                         33              AN                                 AAA
DCR - Most Recent Rating                                      34              AN                                 AAA
DCR - Date Transmitted from Rating Agency                     35              AN                            YYYYMMDD
Fitch - Original Rating                                       36              AN                                 AAA
Fitch - Most Recent Rating                                    37              AN                                 AAA
--------------------------------------------------------  -----------------------------------------------------------
<CAPTION>
---------  -------------------------------------------------------------------------------------------------------------------------

    #                         DESCRIPTION/COMMENTS
---------  -------------------------------------------------------------------------------------------------------------------------

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

---------  -------------------------------------------------------------------------------------------------------------------------
<S>        <C>
     1     Unique Issue Identification Mnemonic (Consistent With CSSA Periodic Loan File)
     2     Date Payments  Made To Certificateholders
     3     Date Class Must Be Held As Of To Be Considered Holder Of Record
     4     Unique Class Identification Mnemonic
     5     Cusip # (Null If No Cusip Exists)
     6     The Class Balance At Inception Of The Issue
     7     "Y" For Notional
     8     The Outstanding Principal Balance Of The Class At The Beginning Of The Current Period
     9     The Scheduled Principal Paid
    10     The Unscheduled Principal Paid
    11     Total Principal Payment Made
    12     Any Interest Added To The Class Balance Including Negative Amortization
    13     The Total Realized Loss of (Gain) Allocated
    14     Realized Losses Allocated Cumulative-To-Date.
    15     Outstanding Principal Balance Of The Class At The End Of The Current Period
    16     The Current Index Rate Applicable To The Calculation Of Current Period Remittance Interest Rate
    17     Annualized Interest Rate Applicable To The Calculation Of Current Period Remittance Interest
    18     1=30/360, 2=Actual/365, 3=Actual/360,4=Actual/Actual, 5=Actual/366
    19     The Number Of Accrual Days Applicable To The Calculation Of Current Period Remittance Interest
    20     The Amount Of Accrued Interest
    21     Total Amount Of Prepayment Penalties Allocated
    22     Total Amount Of Yield Maintenance Penalties Allocated
    23     Other Specific Additions To Interest
    24     Total Interest Adjustments For PPIS
    25     Total Current Appraisal Reduction Allocated
    26     Total Interest Adjustments Other Than PPIS
    27     The Total Interest Payment Made
    28     Total Cumulative Appraisal Reduction Allocated
    29     Total Amount Of Prepayment Penalties Allocated To Date
    30     Total Amount Of Yield Maintenance Penalties Allocated To Date
    31     Outstanding Interest Shortfall At The Beginning Of The Current Period
    32     Outstanding Interest Shortfall At The End Of The Current Period
    33     The Original Rating Of The Class By Duff & Phelps
    34     The Most Recent Rating Of The Class By Duff & Phelps
    35     The Date On Which The Most Recent Rating Was Provided To The Trustee By Duff & Phelps
    36     The Original Rating Of The Class By Fitch
    37     The Most Recent Rating Of The Class By Fitch

</TABLE>

                                      W-1
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------  -----------------------------------------------------------
                                                                                                 FORMAT
                     FIELD NAME                              #             TYPE                  EXAMPLE
--------------------------------------------------------  -----------------------------------------------------------

--------------------------------------------------------  -----------------------------------------------------------
Character Set                                                              ASCII
Field Delineation                                                          Comma
--------------------------------------------------------  -----------------------------------------------------------

--------------------------------------------------------  -----------------------------------------------------------
<S>                                                            <C>          <C>                              <C>
Fitch - Date Transmitted from Rating Agency                   38              AN                            YYYYMMDD
Moody's - Original Rating                                     39              AN                                 AAA
Moody's - Most Recent Rating                                  40              AN                                 AAA
Moody's - Date Transmitted from Rating Agency                 41              AN                            YYYYMMDD
Standard & Poors - Original Rating                            42              AN                                 AAA
Standard & Poors - Most Recent Rating                         43              AN                                 AAA
Standard & Poors - Date Transmitted from Rating Agency        44              AN                            YYYYMMDD
--------------------------------------------------------  -----------------------------------------------------------
<CAPTION>
---------  -------------------------------------------------------------------------------------------------------------------------

    #                         DESCRIPTION/COMMENTS
---------  -------------------------------------------------------------------------------------------------------------------------

---------  -------------------------------------------------------------------------------------------------------------------------
<S>        <C>
    38     The Date On Which The Most Recent Rating Was Provided To The Trustee By Fitch
    39     The Original Rating Of The Class By Moody's
    40     The Most Recent Rating Of The Class By Moody's
    41     The Date On Which The Most Recent Rating Was Provided To The Trustee By Moody's
    42     The Original Rating Of The Class By Standard & Poors
    43     The Most Recent Rating Of The Class By Standard & Poors
    44     The Date On Which The Most Recent Rating Was Provided To The Trustee By Standard & Poors
---------  -------------------------------------------------------------------------------------------------------------------------

</TABLE>


                                      W-2
<PAGE>

                                    EXHIBIT X
                      FORM OF CMSA COLLATERAL SUMMARY FILE

                                      CSSA
                         COLLATERAL SUMMARY FILE LAYOUT
         COLLATERAL LEVEL SUMMARY - SUMMARIZES CSSA 100.1 PERIODIC FILE
                             VERSION 1.0 (12/31/98)

<TABLE>
<CAPTION>
--------------------------------------------------  ------------------------    ----------------------------------------------------
                                                         PERIODIC FIELD                                                   FORMAT
              FIELD NAME                                   REFERENCE #                 #          TYPE                    EXAMPLE
--------------------------------------------------  ------------------------    ----------------------------------------------------

--------------------------------------------------  ------------------------    ----------------------------------------------------
Character Set                                                                                      ASCII
Field Delineation                                                                                  Comma
--------------------------------------------------  -------------------------    ---------------------------------------------------

--------------------------------------------------  -------------------------    ---------------------------------------------------
<S>                                                            <C>                   <C>           <C>                  <C>
Transaction Id                                                                        1                AN                 XXX97001
Group Id                                                                              2                AN                 XXX97001
Distribution Date                                                                     3                AN                 YYYYMMDD
Original Loan Count                                                                   4             Numeric                  100
Ending current period loan count                                                      5             Numeric                  99
Ending current period collateral balance                       7                      6             Numeric              1000000.00
1 month Delinquent - number                                                           7             Numeric                   1
1 month Delinquent - scheduled balance                                                8             Numeric                1000.00
2 months Delinquent - number                                                          9             Numeric                   1
2 months Delinquent - scheduled balance                                               10            Numeric                1000.00
3 months Delinquent - number                                                          11            Numeric                   1
3 months Delinquent - scheduled balance                                               12            Numeric                1000.00
Foreclosure - number                                                                  13            Numeric                   1
Foreclosure - scheduled balance                                                       14            Numeric                1000.00
REO - number                                                                          15            Numeric                   1
REO - scheduled balance                                                               16            Numeric                1000.00
Specially serviced - number                                                           17            Numeric                   1
Specially serviced - scheduled balance                                                18            Numeric                1000.00
In Bankruptcy - number                                                                19            Numeric                   1
In Bankruptcy - scheduled balance                                                     20            Numeric                1000.00
Prepaid loans - number                                                                21            Numeric                   1
Prepaid loans - principal                                                             22            Numeric                1000.00
Total unscheduled principal                                  27+28                    23            Numeric                1000.00
Total Penalty for the period                                                          24            Numeric                1000.00
Current realized losses (gains)                                47                     25            Numeric                1000.00
Cumulative realized losses                                                            26            Numeric                1000.00
Appraisal Reduction Amount                                     33                     27            Numeric                1000.00
Cumulative Appraisal Reduction                                 35                     28            Numeric                1000.00
Total P&I Advance Outstanding                                  37                     29            Numeric                1000.00
Total T&I Advance Outstanding                                  38                     30            Numeric                1000.00
Other Expense Advance Outstanding                              39                     31            Numeric                1000.00
Reserve Balances                                                                      32            Numeric                1000.00
LOC Balances                                                                          33            Numeric                1000.00
Amortization WAM                                                                      34            Numeric                  333
Maturity WAM                                                                          35            Numeric                  333
Calculated WAC                                                                        36            Numeric                 0.105
--------------------------------------------------  -------------------------    ---------------------------------------------------

<CAPTION>

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

    #                                                DESCRIPTION/COMMENTS
---------   ------------------------------------------------------------------------------------------------------------------------

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


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

---------   ------------------------------------------------------------------------------------------------------------------------
<S>         <C>
   1        Unique Issue Identification Mnemonic
   2        Unique Identification Number Assigned To Each Loan Group Within An Issue
   3        Date Payments  Made To Certificateholders
   4        Number of loans at time of securitization
   5        Number of loans at end of current period
   6        Aggregate scheduled balance of loans at end of current period
   7        Number of loans one month delinquent
   8        Scheduled principal balance of loans one month delinquent
   9        Number of loans two months delinquent
   10       Scheduled principal balance of loans two months delinquent
   11       Number of loans three months delinquent
   12       Scheduled principal balance of loans three months delinquent
   13       Number of loans in foreclosure - overrides loans in delinquency
   14       Scheduled principal balance of loans in foreclosure - overrides loans in delinquency
   15       Number of REOs - overrides loans in delinquency or foreclosure
   16       Book value of REOs - overrrides loans in delinquency or foreclosure
   17       Number of specially serviced loans - includes loans in delinquency, foreclosure, REO
   18       Scheduled principal of Specially Serviced loans
   19       Number of loans in bankruptcy - included in delinquency aging category
   20       Scheduled principal balance of loans in bankruptcy - included in delinquency aging category
   21       Number of prepayments in full for the current period
   22       Principal balance of loans prepaid in full for the current period.
   23       Includes prepayments in full, partial pre-payments, curtailments in the current period
   24       The aggregate prepayment or yield maintenance penalties on the loans for the period.
   25       Realized losses (gain) in the current period
   26       Cumulative realized losses
   27       Total Current Appraisal Reduction Allocated
   28       Total Cumulative Appraisal Reduction Allocated
   29       Outstanding P&I Advances At The End Of The Current Period
   30       Outstanding Taxes & Insurance Advances At The End Of The Current Period
   31       Other Outstanding Advances At The End Of The Current Period
   32       Balance of cash or equivalent reserve accounts pledged as credit enhancement
   33       Balance of letter of credit reserve accounts pledged as credit enhancement
   34       Weighted average maturity based on amortization term
   35       Weighted average maturity based on term to maturity
   36       Weighted average coupon used to calculate gross interest
---------   ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      X-1
<PAGE>
                                   EXHIBIT Y
                          FORM OF CMSA FINANCIAL FILE
                                 ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                                                                         PROPERTY TYPE
--------------------------------------------------------------------------------------------------------
              CODE/                                                  MULTI-     HEALTH
         SORT ORDER             DESCRIPTION            COMMERCIAL    FAMILY      CARE        LODGING
--------------------------------------------------------------------------------------------------------
<S>      <C>              <C>                            <C>          <C>        <C>           <C>
--------------------------------------------------------------------------------------------------------

  INCOME
         -----------------------------------------------------------------------------------------------
         010GROSRNT       Gross Potential Rent              oo          o         o
         -----------------------------------------------------------------------------------------------
         020VACANCY       Less: Vacancy/Collection Loss      o          o         o
         -----------------------------------------------------------------------------------------------
         030BASERNT       Base Rent                          o          o
         -----------------------------------------------------------------------------------------------
         040EXPREMB       Expense Reimbursement              o
         -----------------------------------------------------------------------------------------------
         050PCTRENT       Percentage Rent                    o
         -----------------------------------------------------------------------------------------------
         060ROOMREV       Room Revenue                                                         o
         -----------------------------------------------------------------------------------------------
         070FOODBEV       Food & Beverage Revenues                                             o
         -----------------------------------------------------------------------------------------------
         080PHONE         Telephone Revenue                                                    o
         -----------------------------------------------------------------------------------------------
         090OTHDREV       Other Departmental Revenue                                           o
         -----------------------------------------------------------------------------------------------
         100PVTPAY        Private Pay                                             o
         -----------------------------------------------------------------------------------------------
         110MEDCARE       Medicare/Medicaid                                       o
         -----------------------------------------------------------------------------------------------
         120NURSING       Nursing/Medical Income                                  o
         -----------------------------------------------------------------------------------------------
         130MEALS         Meals Income                                            o
         -----------------------------------------------------------------------------------------------
         140LAUNDRY       Laundry/Vending Income                        o
         -----------------------------------------------------------------------------------------------
         150PARKING       Parking Income                     o          o
         -----------------------------------------------------------------------------------------------
         160OTHERIN       Other Income                       o          o         o            o
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
EXPENSES 270ROOMS         Room (Department)                                                    o
         -----------------------------------------------------------------------------------------------
         280FOODBEV       Food & Beverage (Departmental)                                       o
         -----------------------------------------------------------------------------------------------
         290PHONE         Telephone Expenses (Departmental)                                    o
         -----------------------------------------------------------------------------------------------
         300OTHDEPT       Other Dept. Expenses                                                 o
         -----------------------------------------------------------------------------------------------
         310RETAXES       Real Estate Taxes                  o          o         o            o
         -----------------------------------------------------------------------------------------------
         320PROPINS       Property Insurance                 o          o         o            o
         -----------------------------------------------------------------------------------------------
         330UTILITI       Utilities                          o          o         o            o
         -----------------------------------------------------------------------------------------------
         340REPAIRS       Repairs and Maintenance            o          o         o            o
         -----------------------------------------------------------------------------------------------
         350JANITOR       Janitorial                         o
         -----------------------------------------------------------------------------------------------
         360FRANCHI       Franchise Fee                                                        o
         -----------------------------------------------------------------------------------------------
         370MANAGEM       Management Fees                    o          o         o            o
         -----------------------------------------------------------------------------------------------
         380PAYROLL       Payroll & Benefits                 o          o         o            o
         -----------------------------------------------------------------------------------------------
         390MARKETI       Advertising & Marketing            o          o         o            o
         -----------------------------------------------------------------------------------------------
         400PROFESS       Professional Fees                  o          o         o            o
         -----------------------------------------------------------------------------------------------
         410GENERAL       General and Administrative         o          o         o            o
         -----------------------------------------------------------------------------------------------
         420ROOMS         Room Expense - Housekeeping                             o
         -----------------------------------------------------------------------------------------------
         430MEALS         Meal expense                                            o
         -----------------------------------------------------------------------------------------------
         440OTHEREX       Other Expenses                                o         o            o
         -----------------------------------------------------------------------------------------------
         450GROUNDR       Ground Rent                        o          o         o            o
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
RESRV    490LEASING       Leasing Commissions                o
  &      -----------------------------------------------------------------------------------------------
CAPEX    500TENANTI       Tenant Improvements                o
         -----------------------------------------------------------------------------------------------
         510CAPEX         Capital Expenditures               o          o         o            o
         -----------------------------------------------------------------------------------------------
         520EXCAPEX       Extraordinary Capital              o          o         o            o
                          Expenditures
--------------------------------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------------------------------
            DATA TYPES
--------------------------------------------------------------------------------------------------------
               YTD        Current Year - Year to Date
--------------------------------------------------------------------------------------------------------
                AN        Annual (prior 12 months' data...fiscal year -
                          audited)
--------------------------------------------------------------------------------------------------------
                TR        Trailing 12 months' data
--------------------------------------------------------------------------------------------------------
                UB        Underwriting Base Line
--------------------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------------------
                          STATEMENT TYPES
--------------------------------------------------------------------------------------------------------
               BOR        Borrower's Statement (as submitted)
--------------------------------------------------------------------------------------------------------
               ADJ        Adjustments to Borrower's Statement
--------------------------------------------------------------------------------------------------------
               NOR        Normalized Statement (to CMSA format)
--------------------------------------------------------------------------------------------------------
</TABLE>

                                      Y-1

<PAGE>

            CMSA FINANCIAL FILE SPECIFICATIONS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------

                                                RECORD LAYOUT
---------  --------------------  --------------------------------------------------------------------------------
<S>        <C>                   <C>
Fields:    Trans ID              From CMSA Loan Setup File, Field #1
           Loan #                From CMSA Property File, Field #2
           Property Seq #        001 - 999
           YYYYMM                Financial Statement Beginning Date
           YYYYMM                Financial Statement Ending Date
           Data Type             See attached values
           Stmt Type             See attached values
           Category Code         See attached values
           Amount                Example : 999999.99 (Enter as an Absolute Value)
---------  --------------------  --------------------------------------------------------------------------------
Key:       Trans ID
           Loan #
           Property Seq #
           YYYYMM
           Data Type             Financial Statement Ending Date
           Statement Type
           Category Code
---------  --------------------  --------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                      SAMPLE ASCII PRESENTATION (PREFERRED)
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,010GROSRNT,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,020VACANCY,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,030BASERNT,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,160OTHERIN,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,310RETAXES,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,320PROPINS,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,330UTILITI,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,340REPAIRS,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,350JANITOR,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,370MANAGEM,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,380PAYROLL,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,390MARKETI,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,410GENERAL,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,440OTHEREX,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,500TENANTI,999999.99
-----------------------------------------------------------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,510CAPEX,999999.99
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                          SAMPLE SPREADSHEET PRESENTATION
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
                                    BEGIN         ENDING       DATA
 TRANS ID    LOAN #     PROP #      YYYYMM        YYYYMM       TYPE      STMT TYPE     CATEGORY        AMOUNT
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
<S>        <C>          <C>      <C>            <C>          <C>        <C>          <C>            <C>
XX97D4     12768-34     001      199901         199903       YTD        NOR          010GROSRNT     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          020VACANCY     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          030BASERNT     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          160OTHERIN     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          310RETAXES     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          320PROPINS     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          330UTILITI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          340REPAIRS     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          350JANITOR     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          370MANAGEM     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          380PAYROLL     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          390MARKETI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          410GENERAL     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          440OTHEREX     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          500TENANTI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     001      199901         199903       YTD        NOR          510CAPEX       999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          010GROSRNT     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          020VACANCY     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          030BASERNT     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          160OTHERIN     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          310RETAXES     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          320PROPINS     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          330UTILITI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          340REPAIRS     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          350JANITOR     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          370MANAGEM     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          380PAYROLL     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          390MARKETI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          410GENERAL     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          440OTHEREX     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          500TENANTI     999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
XX97D4     12768-34     002      199901         199903       YTD        NOR          510CAPEX       999999.99
---------  -----------  -------  -------------  -----------  ---------  -----------  -------------  -------------
</TABLE>

                                      Y-2
<PAGE>

                                    EXHIBIT Z
                          FORM OF CMSA LOAN SETUP FILE

                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
--------------------------------  --------------------------------------------------------------------------------------------------

--------------------------------  --------------------------------------------------------------------------------------------------
          SPECIFICATION                             DESCRIPTION/COMMENTS
--------------------------------  --------------------------------------------------------------------------------------------------

--------------------------------  --------------------------------------------------------------------------------------------------
<S>                               <C>
Acceptable Media Types            Magnetic Tape, Diskette, Electronic Transfer
--------------------------------  --------------------------------------------------------------------------------------------------
Character Set                     ASCII
--------------------------------  --------------------------------------------------------------------------------------------------
Field Delineation                 Comma
--------------------------------  --------------------------------------------------------------------------------------------------
Density (Bytes-Per-Inch)          1600 or 6250
--------------------------------  --------------------------------------------------------------------------------------------------
Magnetic Tape Label               None (unlabeled)
--------------------------------  --------------------------------------------------------------------------------------------------
Magnetic Tape Blocking Factor     10285 (17 records per block)
--------------------------------  --------------------------------------------------------------------------------------------------
Physical Media Label              Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                  Record Length
--------------------------------  --------------------------------------------------------------------------------------------------
Return Address Label              Required for return of physical media (magnetic tape or diskette)
--------------------------------  --------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------  --------------------------------------------------------------------------------
                                                      FIELD                                                      FORMAT
--------------------------------------------------  --------------------------------------------------------------------------------
        FIELD NAME                                    NUMBER                 TYPE                                EXAMPLE
--------------------------------------------------  --------------------------------------------------------------------------------
<S>                                                    <C>                   <C>                                <C>
--------------------------------------------------  --------------------------------------------------------------------------------

Transaction Id                                          1                     AN                                XXX97001
--------------------------------------------------  --------------------------------------------------------------------------------
Group Id                                                2                     AN                                XXX9701A
--------------------------------------------------  --------------------------------------------------------------------------------
Loan Id                                                 3                     AN                             00000000012345
--------------------------------------------------  --------------------------------------------------------------------------------
Prospectus Loan Id                                      4                     AN                                   123
--------------------------------------------------  --------------------------------------------------------------------------------
Original Note Amount                                    5                  Numeric                             1000000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Original Term Of Loan                                   6                  Numeric                                 240
--------------------------------------------------  --------------------------------------------------------------------------------
Original Amortization Term                              7                  Numeric                                 360
--------------------------------------------------  --------------------------------------------------------------------------------
Original Note Rate                                      8                  Numeric                                0.095
--------------------------------------------------  --------------------------------------------------------------------------------
Original Payment Rate                                   9                  Numeric                                0.095
--------------------------------------------------  --------------------------------------------------------------------------------
First Loan Payment Due Date                             10                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Grace Days Allowed                                      11                 Numeric                                 10
--------------------------------------------------  --------------------------------------------------------------------------------
Interest Only (Y/N)                                     12                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Balloon (Y/N)                                           13                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Interest Rate Type                                      14                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Interest Accrual Method Code                            15                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Interest in Arrears (Y/N)                               16                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Payment Type Code                                       17                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Prepayment Lock-out End Date                            18                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Yield Maintenance End Date                              19                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Prepayment Premium End Date                             20                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Prepayment Terms Description                            21                    AN                                  Text

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

----------  ------------------------------------------------------------------------------------------------------------------------
  FIELD
  NUMBER                                 DESCRIPTION/COMMENTS
----------  ------------------------------------------------------------------------------------------------------------------------
   <S>      <C>
----------  ------------------------------------------------------------------------------------------------------------------------

    1       Unique Issue Identification Mnemonic
----------  ------------------------------------------------------------------------------------------------------------------------
    2       Unique Indentification Number Assigned To Each Loan Group Within An Issue
----------  ------------------------------------------------------------------------------------------------------------------------
    3       Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
----------  ------------------------------------------------------------------------------------------------------------------------
    4       Unique Identification Number Assigned To Each Collateral Item In The Prospectus
----------  ------------------------------------------------------------------------------------------------------------------------
    5       The Mortgage Loan Balance At Inception Of The Note
----------  ------------------------------------------------------------------------------------------------------------------------
    6       Original Number Of Months Until Maturity Of Loan
----------  ------------------------------------------------------------------------------------------------------------------------
    7       Original Number Of Months Loan Amortized Over
----------  ------------------------------------------------------------------------------------------------------------------------
    8       The Note Rate At Inception Of The Note
----------  ------------------------------------------------------------------------------------------------------------------------
    9       Original Rate Payment Calculated On
----------  ------------------------------------------------------------------------------------------------------------------------
    10      First Payment Date On The Mortgage Loan
----------  ------------------------------------------------------------------------------------------------------------------------
    11      Number Of Days From Due Date Borrower Is Permitted To Remit Payment
----------  ------------------------------------------------------------------------------------------------------------------------
    12      Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
    13      Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
    14      1=Fixed, 2=Arm, 3=Step, 9=Other
----------  ------------------------------------------------------------------------------------------------------------------------
    15      1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366, 6=Simple, 7=78's
----------  ------------------------------------------------------------------------------------------------------------------------
    16      Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
    17      See Payment Type Code Legend
----------  ------------------------------------------------------------------------------------------------------------------------
    18      Date After Which Loan Can Be Prepaid
----------  ------------------------------------------------------------------------------------------------------------------------
    19      Date After Which Loan Can Be Prepaid Without Yield Maintenance
----------  ------------------------------------------------------------------------------------------------------------------------
    20      Date After Which Loan Can Be Prepaid Without Penalty
----------  ------------------------------------------------------------------------------------------------------------------------
    21      Should reflect the information in Annex A or use the format of LO(36), YM(28), 7(12), O(3). If manually derived, the
            Cutoff Date should be the start date for period counting.
----------  ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       Z-1

<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------  --------------------------------------------------------------------------------
ARM Index Code                                         22                     AN                                    A
--------------------------------------------------  --------------------------------------------------------------------------------
                                                      FIELD                                                      FORMAT
        FIELD NAME                                    NUMBER                 TYPE                                EXAMPLE
--------------------------------------------------  --------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                                   <C>
--------------------------------------------------  --------------------------------------------------------------------------------
First Rate Adjustment Date                              23                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
First Payment Adjustment Date                           24                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
ARM Margin                                              25                 Numeric                                0.025
--------------------------------------------------  --------------------------------------------------------------------------------
Lifetime Rate Cap                                       26                 Numeric                                0.15
--------------------------------------------------  --------------------------------------------------------------------------------
Lifetime Rate Floor                                     27                 Numeric                                0.05
--------------------------------------------------  --------------------------------------------------------------------------------
Periodic Rate Increase Limit                            28                 Numeric                                0.02
--------------------------------------------------  --------------------------------------------------------------------------------
Periodic Rate Decrease Limit                            29                 Numeric                                0.02
--------------------------------------------------  --------------------------------------------------------------------------------
Periodic Pay Adjustment Max-%                           30                 Numeric                                0.03
--------------------------------------------------  --------------------------------------------------------------------------------
Periodic Pay Adjustment Max-$                           31                 Numeric                               5000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Payment Frequency                                       32                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Rate Reset Frequency                                    33                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Pay Reset Frequency                                     34                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Rounding Code                                           35                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Rounding Increment                                      36                 Numeric                               0.00125
--------------------------------------------------  --------------------------------------------------------------------------------
Index Look Back In Days                                 37                 Numeric                                 45
--------------------------------------------------  --------------------------------------------------------------------------------
Negative Amortization Allowed (Y/N)                     38                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Max Neg Allowed (% Of Orig Bal)                         39                 Numeric                                0.075
--------------------------------------------------  --------------------------------------------------------------------------------
Maximum Negate Allowed ($)                              40                 Numeric                              25000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Remaining Term At Contribution                          41                 Numeric                                 240
--------------------------------------------------  --------------------------------------------------------------------------------
Remaining Amort Term At Contribution                    42                 Numeric                                 360
--------------------------------------------------  --------------------------------------------------------------------------------
Maturity Date At Contribution                           43                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Scheduled Principal Balance At Contribution             44                 Numeric                             1000000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Note Rate At Contribution                               45                 Numeric                                0.095
--------------------------------------------------  --------------------------------------------------------------------------------
Servicer And Trustee Fee Rate                           46                 Numeric                               0.00025
--------------------------------------------------  --------------------------------------------------------------------------------
Fee Rate / Strip Rate 1                                 47                 Numeric                               0.00001
--------------------------------------------------  --------------------------------------------------------------------------------
Fee Rate / Strip Rate 2                                 48                 Numeric                               0.00001
--------------------------------------------------  --------------------------------------------------------------------------------
Fee Rate / Strip Rate 3                                 49                 Numeric                               0.00001
--------------------------------------------------  --------------------------------------------------------------------------------
Fee Rate / Strip Rate 4                                 50                 Numeric                               0.00001
--------------------------------------------------  --------------------------------------------------------------------------------
Fee Rate / Strip Rate 5                                 51                 Numeric                               0.00001
--------------------------------------------------  --------------------------------------------------------------------------------
Net Rate At Contribution                                52                 Numeric                               0.0947
--------------------------------------------------  --------------------------------------------------------------------------------
Periodic P&I Payment At Contribution                    53                 Numeric                               3000.00
--------------------------------------------------  --------------------------------------------------------------------------------
# Of Properties at Contribution                         54                 Numeric                                 13
--------------------------------------------------  --------------------------------------------------------------------------------
Property Name                                           55                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property Address                                        56                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property City                                           57                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property State                                          58                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property Zip Code                                       59                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property County                                         60                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Property Type Code                                      61                    AN                                   MF
--------------------------------------------------  --------------------------------------------------------------------------------
Net Square Feet At Contribution                         62                 Numeric                                25000
--------------------------------------------------  --------------------------------------------------------------------------------
<CAPTION>

----------  ------------------------------------------------------------------------------------------------------------------------
   22       See Arm Index Code Legend
----------  ------------------------------------------------------------------------------------------------------------------------
  FIELD
  NUMBER                         DESCRIPTION/COMMENTS
----------  ------------------------------------------------------------------------------------------------------------------------
<S>         <C>
----------  ------------------------------------------------------------------------------------------------------------------------
    23      Date Note Rate Originally Changed
----------  ------------------------------------------------------------------------------------------------------------------------
    24      Date Payment Originally Changed
----------  ------------------------------------------------------------------------------------------------------------------------
    25      Rate Added To Index Used In The Determination Of The Gross Interest Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    26      Maximum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    27      Minimum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    28      Maximum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    29      Minimum Periodic Decrease To The Note Rate Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    30      Max Periodic % Increase To The P&I Payment Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    31      Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    32      1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
----------  ------------------------------------------------------------------------------------------------------------------------
    33      1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
----------  ------------------------------------------------------------------------------------------------------------------------
    34      1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
----------  ------------------------------------------------------------------------------------------------------------------------
    35      Rounding Method For Sum Of Index Plus Margin (See Rounding Code Legend)
----------  ------------------------------------------------------------------------------------------------------------------------
    36      Used In Conjunction With Rounding Code
----------  ------------------------------------------------------------------------------------------------------------------------
    37      Use Index In Effect X Days Prior To Adjustment Date
----------  ------------------------------------------------------------------------------------------------------------------------
    38      Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
    39      Max Lifetime % Increase to the Original Balance Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    40      Max Lifetime Dollar Increase to the Original Balance Allowed Per The Loan Agreement
----------  ------------------------------------------------------------------------------------------------------------------------
    41      Remaining Number Of Months Until Maturity Of Loan At Cutoff
----------  ------------------------------------------------------------------------------------------------------------------------
    42      Remaining Number Of Months Loan Amortized Over At Cutoff
----------  ------------------------------------------------------------------------------------------------------------------------
    43      The Scheduled Maturity Date Of The Mortgage Loan At Contribution
----------  ------------------------------------------------------------------------------------------------------------------------
    44      The Scheduled Principal Balance Of The Mortgage Loan At Contribution
----------  ------------------------------------------------------------------------------------------------------------------------
    45      Cutoff Annualized Gross Interest Rate Applicable To The Calculation Of Scheduled Interest
----------  ------------------------------------------------------------------------------------------------------------------------
    46      Cutoff Annualized Fee Paid To The Servicer And Trustee
----------  ------------------------------------------------------------------------------------------------------------------------
    47      Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    48      Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    49      Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    50      Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    51      Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
----------  ------------------------------------------------------------------------------------------------------------------------
    52      Cutoff Annualized Interest Rate Applicable To The Calculation Of Remittance Interest
----------  ------------------------------------------------------------------------------------------------------------------------
    53      The Periodic Scheduled Principal & Interest Payment at Contribution
----------  ------------------------------------------------------------------------------------------------------------------------
    54      L86 - The Number Of Properties Underlying The Mortgage Loan
----------  ------------------------------------------------------------------------------------------------------------------------
    55      P7 - If Multiple properties print "Various"
----------  ------------------------------------------------------------------------------------------------------------------------
    56      P8 - If Multiple properties print "Various"
----------  ------------------------------------------------------------------------------------------------------------------------
    57      P9 - If Multiple properties have the same city then print the city, otherwise print "Various". Missing information print
            "Incomplete"
----------  ------------------------------------------------------------------------------------------------------------------------
    58      P10 - If Multiple properties have the same state then print the state, otherwise print "XX" to represent various.
            Missing information print "ZZ"
----------  ------------------------------------------------------------------------------------------------------------------------
    59      P11 - If Multiple properties have the same zip code then print the zip code, otherwise print "Various". Missing
            information print "Incomplete"
----------  ------------------------------------------------------------------------------------------------------------------------
    60      P12 - If Multiple properties have the same county then print the county, otherwise print "Various". Missing information
            print "Incomplete"
----------  ------------------------------------------------------------------------------------------------------------------------
    61      P13 - If Multiple properties have the same property type code then print the property code, otherwise print "XX" to
            represent various. Missing information print "ZZ"
----------  ------------------------------------------------------------------------------------------------------------------------
    62      P16 - For Multiple properties, if all the same Property Type, sum the values, if missing any leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      Z-2
<PAGE>

<TABLE>
<CAPTION>
<S>                                                    <C>                  <C>                                   <C>
# Of Units/Beds/Rooms At Contribution                   63                 Numeric                                 75
--------------------------------------------------  --------------------------------------------------------------------------------
Year Built                                              64                    AN                                  YYYY
--------------------------------------------------  --------------------------------------------------------------------------------
NOI At Contribution                                     65                 Numeric                              100000.00
--------------------------------------------------  --------------------------------------------------------------------------------
DSCR (NOI) At Contribution                              66                 Numeric                                2.11
--------------------------------------------------  --------------------------------------------------------------------------------
Appraisal Value At Contribution                         67                 Numeric                             1000000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Appraisal Date At Contribution                          68                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Physical Occupancy At Contribution                      69                 Numeric                                0.88

--------------------------------------------------  --------------------------------------------------------------------------------
Revenue At Contribution                                 70                 Numeric                              100000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Operating Expenses At Contribution                      71                 Numeric                              100000.00
--------------------------------------------------  --------------------------------------------------------------------------------
Contribution Financials As Of Date                      72                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Recourse (Y/N)                                          73                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Ground Lease (Y/S/N)                                    74                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Cross-Collateralized Loan Grouping                      75                    AN                                  Text

--------------------------------------------------  --------------------------------------------------------------------------------
Collection Of Escrows (Y/N)                             76                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Collection Of Other Reserves (Y/N)                      77                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------
Lien Position At Contribution                           78                 Numeric                                  1
--------------------------------------------------  --------------------------------------------------------------------------------
Hyper Amortizing Begin Date                             79                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Defeasance Option Start Date                            80                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Defeasance Option End Date                              81                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
Last Setup Change Date                                  82                    AN                                YYYYMMDD
--------------------------------------------------  --------------------------------------------------------------------------------
NCF At Contribution                                     83                 Numeric                              100000.00

--------------------------------------------------  --------------------------------------------------------------------------------
DSCR (NCF) At Contribution                              84                 Numeric                                2.11
--------------------------------------------------  --------------------------------------------------------------------------------
DSCR Indicator at Contribution                          85                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Loan Contributor to Securitization                      86                    AN                                  Text
--------------------------------------------------  --------------------------------------------------------------------------------
Credit Tenant Lease                                     87                    AN                                    Y
--------------------------------------------------  --------------------------------------------------------------------------------

<CAPTION>
<S>         <C>
    63      P17 - For Multiple properties, if all the same Property Type, sum the values, if missing any leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    64      P14 - If Multiple properties have the same Year Built then print Year Built else leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    65      P47 - If Multiple properties sum the values, if missing any then populate using the "DSCR Indicator Legend" rule. Should
            match the prospectus if available.
----------  ------------------------------------------------------------------------------------------------------------------------
    66      P48 - If Multiple properties populate using the "DSCR Indicator Legend" rule. DSCR At Contribution using NOI. Should
            match the prospectus if available.

----------  ------------------------------------------------------------------------------------------------------------------------
    67      P49 - If Multiple properties sum the values , if missing any then leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    68      P50 - If Multiple properties and all the same then print the date, if missing any then leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    69      P51 - If Multiple properties, Use weighted average by using the calculation [ Current Allocated % (Prop) * Occupancy
            (Oper) ] for each Property, if missing one then leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    70      P45 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule.
            Should match the prospectus if available.
----------  ------------------------------------------------------------------------------------------------------------------------
    71      P46 - If Multiple properties then sum the value, if missing any then populate using the "DSCR Indicator Legend" rule.
            Should match the prospectus if available.
----------  ------------------------------------------------------------------------------------------------------------------------
    72      P44 - If Multiple properties and all the same then print the date, if missing any then leave empty
----------  ------------------------------------------------------------------------------------------------------------------------
    73      Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
    74      Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties and any one property is "Y" or "S" print "Y"
----------  ------------------------------------------------------------------------------------------------------------------------
    75      P6 - All Loans With The Same Value Are Crossed, For example : "X02-1" would be populated in this field for all related
            loans, "X02-2" would be populated for the next group of related loans.
----------  ------------------------------------------------------------------------------------------------------------------------
    76      Y=Yes, N=No - Referring to Taxes and Insurance
----------  ------------------------------------------------------------------------------------------------------------------------
    77      Y=Yes, N=No - Referring to Reserves other than Taxes and Insurance. If any property has a value > 0 in P23, this field
            should be "Y"
----------  ------------------------------------------------------------------------------------------------------------------------
    78      1=First, 2=Second...
----------  ------------------------------------------------------------------------------------------------------------------------
    79      L81 - Date used to track Anticipated Repayment Date Loans
----------  ------------------------------------------------------------------------------------------------------------------------
    80      Date loan can start defeasance
----------  ------------------------------------------------------------------------------------------------------------------------
    81      Date that defeasance ends
----------  ------------------------------------------------------------------------------------------------------------------------
    82      L83 - Distribution Date that the information was last changed by loan
----------  ------------------------------------------------------------------------------------------------------------------------
    83      P76 - If Multiple properties sum the values, if missing any then populate using the "DSCR Indicator Legend" rule. Net
            Cash Flow At Contribution. Should match the prospectus if available.
----------  ------------------------------------------------------------------------------------------------------------------------
    84      P77 - If Multiple properties populate using the "DSCR Indicator Legend" rule. DSCR At Contribution using NCF to
            calculate. Should match the prospectus if available.
----------  ------------------------------------------------------------------------------------------------------------------------
    85      Flag used to explain how the DSCR was calculated when there are multiple properties. See DSCR Indicator Legend.
----------  ------------------------------------------------------------------------------------------------------------------------
    86      Name of entity ultimately responsible for the reps and warranties of the loan contributed
----------  ------------------------------------------------------------------------------------------------------------------------
    87      L101 - Y=Yes, N=No
----------  ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      Z-3
<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                        ROUNDING CODE                       ARM INDEX CODE
-------------------------------------------   --------------------------------------------------------------------------------------
                           LEGEND                               LEGEND
-------------------------------------------   --------------------------------------------------------------------------------------
<S>   <C>                                        <C>     <C>
 1    Unrounded                                   A      11 FHLB COFI  (1 Month)
-------------------------------------------   --------------------------------------------------------------------------------------
 2    Nearest Percentage Increment                B      11 FHLB COFI  (6 Month)
-------------------------------------------   --------------------------------------------------------------------------------------
 3    Up To Nearest Percentage Increment          C      1 Year CMT Weekly Average Treasury
-------------------------------------------   --------------------------------------------------------------------------------------
 4    Down To Nearest Percentage Increment        D      3 Year CMT Weekly Average Treasury
-------------------------------------------   --------------------------------------------------------------------------------------
                                                  E      5 Year CMT Weekly Average Treasury
                                              --------------------------------------------------------------------------------------
                                                  F      Wall Street Journal Prime Rate
-------------------------------------------   --------------------------------------------------------------------------------------
           PROPERTY TYPES CODE                    G      1 Month LIBOR
-------------------------------------------   --------------------------------------------------------------------------------------
                 LEGEND                           H      3 Month LIBOR
-------------------------------------------   --------------------------------------------------------------------------------------
 MF   Multifamily                                 I      6 Month LIBOR
-------------------------------------------   --------------------------------------------------------------------------------------
 RT   Retail                                      J      National Mortgage Index Rate
-------------------------------------------   --------------------------------------------------------------------------------------
 HC   Health Care                                        All Others Use Short Text Description
-------------------------------------------   --------------------------------------------------------------------------------------
 IN   Industrial
-------------------------------------------   --------------------------------------------------------------------------------------
 WH   Warehouse
-------------------------------------------   --------------------------------------------------------------------------------------
 MH   Mobile Home Park                                      PAYMENT TYPE CODE
-------------------------------------------   --------------------------------------------------------------------------------------
 OF   Office                                                     LEGEND
-------------------------------------------   --------------------------------------------------------------------------------------
 MU   Mixed Use                                   1      Fully Amortizing
-------------------------------------------   --------------------------------------------------------------------------------------
 LO   Lodging                                     2      Amortizing Balloon
-------------------------------------------   --------------------------------------------------------------------------------------
 SS   Self Storage                                3      Interest Only / Balloon
-------------------------------------------   --------------------------------------------------------------------------------------
 OT   Other                                       4      Interest Only / Amortizing
-------------------------------------------   --------------------------------------------------------------------------------------
 SE   Securities                                  5      Interest Only / Amortizing / Balloon
------------------------------------------------------------------------------------------------------------------------------------
                                                  6      Principal Only
                                              --------------------------------------------------------------------------------------
                                                  7      Hyper-Amortization
                                              --------------------------------------------------------------------------------------
                                                  9      Other
                                              --------------------------------------------------------------------------------------

                                              --------------------------------------------------------------------------------------
                                                DSCR
                                              INDICATOR
                                                LEGEND
                                              --------------------------------------------------------------------------------------
                                                  P      Partial - Not all properties received financials, servicer to leave empty
                                              --------------------------------------------------------------------------------------
                                                  A      Average - Not all properties received financials, servicer allocates Debt
                                                         Service only to properties where financials are received.
                                              --------------------------------------------------------------------------------------
                                                  F      Full - All Statements Collected for all properties
                                              --------------------------------------------------------------------------------------
                                                  W      Worst Case - Not all properties received financials, servicer allocates
                                                         100% of Debt Service to all properties where financials are received.

                                              --------------------------------------------------------------------------------------
                                                  N      None Collected - no financials were received
                                              --------------------------------------------------------------------------------------
                                                  C      Consolidated-All properties reported on 1 "rolled up" financial from the
                                                         borrower
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       Z-4
<PAGE>


                                   EXHIBIT AA

                        CLASS XP REFERENCE RATE SCHEDULE



INTEREST ACCRUAL PERIOD      DISTRIBUTION DATE       CLASS XP REFERENCE RATE
-----------------------      -----------------       -----------------------
       1                                                         %
       2
       3
       4
       5
       6
       7
       8
       9
      10
      11
      12
      13
      14
      15
      16
      17
      18
      19
      20
      21
      22
      23
      24
      25
      26
      27
      28
      29
      30
      31
      32
      33
      34
      35
      36
      37
      38
      39
      40
      41
      42
      43                                                         %
      44
      45
      46
      47
      48
      49
      50
      51
      52
      53
      54
      55
      56
      57
      58
      59
      60
      61
      62
      63
      64
      65
      66
      67
      68
      69
      70
      71
      72
      73
      74
      75
      76
      77
      78
      79
      80
      81
      82
      83
      84

                                      AA-1
<PAGE>


                                   EXHIBIT BB

                         FORM OF PURCHASE OPTION NOTICE

                        [______________________________]
                                    [ADDRESS]

                                                                          [Date]
[Option Holder]

                          Merrill Lynch Mortgage Trust
         Commercial Mortgage Pass-Through Certificates, Series 200_-____

Ladies and Gentlemen:

         You are the holder of an assignable option (the "Purchase Option") to
purchase Mortgage Loan number ___ from the Trust Fund, pursuant to Section 3.18
of the pooling and servicing agreement (the "Pooling and Servicing Agreement")
dated as of _______, 200_, by and among Merrill Lynch Mortgage Investors, Inc.,
as depositor, [Master Servicer], as master servicer, [Special Servicer], as
special servicer, [Trustee], as trustee and REMIC administrator, and [Fiscal
Agent], as fiscal agent. Capitalized terms used herein and not otherwise defined
shall have the meaning set forth in the Pooling and Servicing Agreement.

         This notice is to inform you that the exercise of your Purchase Option
in respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice
dated _____________ , a copy of which is attached hereto, is effective. Pursuant
to Section 3.18 of the Pooling and Servicing Agreement and your Purchase Option
Notice, closing of [your] [____________ 's] acquisition of Mortgage Loan number
shall occur within ten (10) Business Days of your receipt of this notice, at the
place and in the manner described below.

         [Describe closing mechanics. Describe documents or instruments required
to be prepared by Option Holder in connection with assignment and release of the
related Mortgage Loan.]

         Upon payment of the Option Price, Mortgage Loan number ______ and the
related Mortgaged Property will be released and the related Mortgage Loan File
will be delivered to [you] [___________ ] or at [your] [_________'s] direction.

         Drafts of such instruments of transfer or assignment, in each case
without recourse, reasonably necessary to vest in [you] or [_____________] the
ownership of Mortgage Loan ____, together with [describe other documents or
instruments reasonably required to consummate the purchase] should be delivered
to [_______]for review as soon as is practicable.

         [Provide Master Servicer contact information.)

         Please acknowledge receipt of this letter by signing the enclosed copy
and return it to my attention.


                                      BB-1



<PAGE>


                                      Sincerely,

                                             ----------------------------------
                                      By:
                                             ----------------------------------
                                      Name:
                                             ----------------------------------
                                      Title:
                                             ----------------------------------




Option Holder's Acknowledgment


By:
       ----------------------------------
Name:
       ----------------------------------
Title:
       ----------------------------------
Date:
       ----------------------------------




                                      BB-2