CERTIFICATION
  Re:
                Merrill
      Lynch Mortgage Trust 2008-C1 (the “Trust”),
      Commercial Mortgage Pass-Through Certificates, Series
    2008-C1
  I, Peter
Cookson, certify that (capitalized terms used herein but not defined shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement,
dated as of June 1, 2008 (the “Pooling and Servicing
Agreement”), and relating to the Trust):
  1.           I
have reviewed the annual report on Form 10-K filed on March 27, 2009 (the
"Original Form 10-K"), this Form 10-K/A, and all reports on Form 10-D required
to be filed in respect of the period covered by the Original Form 10-K, as
amended by this Form 10-K/A, of the Trust (the “Exchange Act Periodic
Reports”);
  2.           Based
on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this report;
  3.           Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report is
included in the Exchange Act Periodic Reports;
  4.           Based
on my knowledge and the servicer compliance statement(s) required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
Periodic Reports, the servicers have fulfilled their obligations under the
Pooling and Servicing Agreement in all material respects; and
  5.           All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment of
compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report.  Any material
instances of noncompliance described in such reports have been disclosed in this
report on Form 10-K/A.


In giving
the certifications set forth above, I have reasonably relied on information
provided to me by the following unaffiliated parties:




(i)
Midland Loan Services, Inc., as Master Servicer No. 2, Special Servicer and as
special servicer with respect to the Arundel Mills Loan Combination under the
Banc of America Commercial Mortgage Trust 2007-4 pooling and servicing
agreement;




(ii)
Wachovia Bank, National Association (“Wachovia”), as Master Servicer No.
3;




(iii)
KeyCorp Real Estate Capital Markets, Inc., as master servicer with respect to
the Farallon Portfolio Loan Combination under the ML-CFC Commercial Mortgage
Trust 2007-8 pooling and servicing agreement and as a servicing function
participant with respect to Wells Fargo Bank, National Association;




(iv) LNR
Partners, Inc., as special servicer with respect to the Farallon Portfolio Loan
Combination under the ML-CFC Commercial Mortgage Trust 2007-8 pooling and
servicing agreement;




(v) Wells
Fargo Bank, National Association, as trustee with respect to the Arundel Mills
Non-Trust Mortgage Loan that is included in the trust established under the
under the Banc of America Commercial Mortgage Trust 2007-4 pooling and servicing
agreement and as master servicer with respect to the Apple Hotel Portfolio Loan
Combination under the Morgan Stanley Capital I Trust 2008-TOP29 pooling and
servicing agreement;




(vi)
Centerline Servicing, Inc., as special servicer with respect to the Apple Hotel
Portfolio Loan Combination under the Morgan Stanley Capital I Trust 2008-TOP29
pooling and servicing agreement;




(vii)
U.S. Bank, National Association, as Trustee;




(viii)
Capmark Finance Inc., as a primary servicer of certain mortgage loans sold by it
to Merrill Lynch Mortgage Investors, Inc.;




(ix)
First American Commercial Real Estate Services, Inc., as a servicing function
participant with respect to Wachovia; and




(x)  Zenta,
LLC, as a servicing function participant with respect to Wachovia.









Date:      
May 5, 2009
 
 
 Merrill
Lynch Mortgage Investors, Inc.
  By:
              /s/ Peter
      Cookson
 Name:     Peter
Cookson
 Title:       Executive
Vice President and Chief
 Officer in Charge of
Commercial
 Mortgage Securitization
 (senior officer in charge of
securitization
 of the depositor)