EXHIBIT 4.2
                                                               EXECUTION VERSION

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                                       and

                    KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                 Master Servicer

                                       and

                            J.E. ROBERT COMPANY, INC.
                                Special Servicer

                                       and

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                                       and

                               ABN AMRO BANK N.V.
                                  Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2005

                                   ----------

                          $3,073,749,461 (approximate)

                  Commercial Mortgage Pass-Through Certificates

                                Series 2005-CKI1



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.    Defined Terms...........................................      5
SECTION 1.02.    Certain Adjustments to the Principal Distributions on
                    the Certificates.....................................     78
SECTION 1.03.    Calculation of LIBOR....................................     81

                                   ARTICLE II

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

SECTION 2.01.    Conveyance of Trust Mortgage Loans......................     82
SECTION 2.02.    Acceptance of the Trust Fund by Trustee.................     85
SECTION 2.03.    Mortgage Loan Seller's Repurchase or Substitution of
                    Trust Mortgage Loans for Document Defects and
                    Breaches of Representations and Warranties...........     86
SECTION 2.04.    Representations and Warranties of Depositor.............     90
SECTION 2.05.    Acceptance of REMIC I by Trustee........................     92
SECTION 2.06.    Execution, Authentication and Delivery of Class R-I
                    Certificates.........................................     92
SECTION 2.07.    Conveyance of REMIC I Regular Interests; Acceptance of
                    REMIC II by Trustee..................................     92
SECTION 2.08.    Execution, Authentication and Delivery of REMIC II
                    Certificates.........................................     92
SECTION 2.09.    Execution, Authentication and Delivery of Class Z and
                    Class A-4FL Certificates.............................     93

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans....................     94
SECTION 3.02.    Collection of Mortgage Loan Payments....................     96
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items;
                    Servicing Accounts; Reserve Accounts.................     98
SECTION 3.04.    Collection Account, Interest Reserve Account, Additional
                    Interest Account, Distribution Account, Gain-on-Sale
                    Reserve Account, Floating Rate Account and Loan
                    Combination Custodial Accounts.......................    104
SECTION 3.05.    Permitted Withdrawals From the Collection Account, the
                    Interest Reserve Account, the Additional Interest
                    Account, the Floating Rate Account, the Distribution
                    Account and the Loan Combination Custodial
                    Accounts.............................................    111



SECTION 3.06.    Investment of Funds in the Servicing Accounts, the
                    Reserve Accounts, the Collection Account, the
                    Distribution Account, the Floating Rate Account, the
                    Loan Combination Custodial Accounts, the Additional
                    Interest Account, the Gain-on-Sale Reserve Account
                    and the REO Accounts.................................    122
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions
                    and Fidelity Coverage................................    124
SECTION 3.08.    Enforcement of Alienation Clauses.......................    128
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans; Required
                    Appraisals...........................................    131
SECTION 3.10.    Trustee and Custodian to Cooperate; Release of Mortgage
                    Files................................................    135
SECTION 3.11.    Servicing Compensation..................................    136
SECTION 3.12.    Property Inspections; Collection of Financial
                    Statements; Delivery of Certain Reports..............    142
SECTION 3.13.    Annual Statement as to Compliance.......................    146
SECTION 3.14.    Reports by Independent Public Accountants...............    147
SECTION 3.15.    Access to Certain Information...........................    147
SECTION 3.16.    Title to REO Property; REO Accounts.....................    151
SECTION 3.17.    Management of REO Property..............................    153
SECTION 3.18.    Resolution of Defaulted Mortgage Loans and REO
                    Properties...........................................    156
SECTION 3.19.    Additional Obligations of Master Servicer...............    162
SECTION 3.20.    Modifications, Waivers, Amendments and Consents.........    164
SECTION 3.21.    Transfer of Servicing Between Master Servicer and
                    Special Servicer; Record Keeping.....................    170
SECTION 3.22.    Sub-Servicing Agreements................................    173
SECTION 3.23.    Representations and Warranties of Master Servicer and
                    Special Servicer.....................................    176
SECTION 3.24.    Sub-Servicing Agreement Representation and Warranty.....    179
SECTION 3.25.    Designation of Controlling Class Representative.........    179
SECTION 3.26.    Application of Default Charges..........................    180
SECTION 3.27.    Controlling Class Representative Contact with
                    Servicer.............................................    182
SECTION 3.28.    Certain Matters Regarding the Loan Combinations.........    182
SECTION 3.29.    The Swap Agreement......................................    184

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions...........................................    188
SECTION 4.02.    Statements to Certificateholders........................    203
SECTION 4.03.    P&I Advances; Reimbursement of P&I Advances and
                    Servicing Advances...................................    208
SECTION 4.04.    Allocation of Realized Losses and Additional Trust Fund
                    Expenses.............................................    212
SECTION 4.05.    Calculations............................................    214
SECTION 4.06.    Use of Agents...........................................    214

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.    The Certificates........................................    215



SECTION 5.02.    Registration of Transfer and Exchange of Certificates...    215
SECTION 5.03.    Book-Entry Certificates.................................    223
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates.......    224
SECTION 5.05.    Persons Deemed Owners...................................    225

                                   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.............................................    226
SECTION 6.02.    Merger, Consolidation or Conversion of Depositor or
                    Master Servicer or Special Servicer..................    226
SECTION 6.03.    Limitation on Liability of the Depositor, the Master
                    Servicer, the Special Servicer and Others............    226
SECTION 6.04.    Resignation of Master Servicer and the Special
                    Servicer.............................................    229
SECTION 6.05.    Rights of Depositor and Trustee in Respect of Master
                    Servicer and the Special Servicer....................    230
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to
                    Cooperate with Trustee...............................    231
SECTION 6.07.    Depositor, Special Servicer and Trustee to Cooperate
                    with Master Servicer.................................    231
SECTION 6.08.    Depositor, Master Servicer and Trustee to Cooperate with
                    Special Servicer.....................................    231
SECTION 6.09.    Designation of Special Servicer by the Controlling
                    Class................................................    231
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a
                    Certificate..........................................    232
SECTION 6.11.    The Controlling Class Representative....................    233
SECTION 6.12.    Certain Matters with Respect to the Glendale Galleria
                    Loan Combination.....................................    236

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.    Events of Default.......................................    237
SECTION 7.02.    Trustee to Act; Appointment of Successor................    240
SECTION 7.03.    Notification to Certificateholders......................    241
SECTION 7.04.    Waiver of Events of Default.............................    242
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default....    242

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND THE FISCAL AGENT

SECTION 8.01.    Duties of Trustee.......................................    243
SECTION 8.02.    Certain Matters Affecting Trustee.......................    244
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or
                   Sufficiency of Certificates or Mortgage Loans.........    245
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates...........    246
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of
                    Trustee..............................................    246



SECTION 8.06.    Eligibility Requirements for Trustee....................    247
SECTION 8.07.    Resignation and Removal of Trustee......................    247
SECTION 8.08.    Successor Trustee.......................................    248
SECTION 8.09.    Merger or Consolidation of Trustee......................    249
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee...........    249
SECTION 8.11.    Appointment of Custodians...............................    250
SECTION 8.12.    Appointment of Authenticating Agents....................    251
SECTION 8.13.    Access to Certain Information...........................    252
SECTION 8.14.    Appointment of REMIC Administrators.....................    252
SECTION 8.15.    Representations, Warranties and Covenants of Trustee....    253
SECTION 8.16.    Reports to the Securities and Exchange Commission.......    254
SECTION 8.17.    Maintenance of Mortgage File............................    259
SECTION 8.18.    The Fiscal Agent........................................    259
SECTION 8.19.    Representations and Warranties of Fiscal Agent..........    260

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Trust
                    Mortgage Loans.......................................    262
SECTION 9.02.    Additional Termination Requirements.....................    265
SECTION 9.03.    Non-Trust Mortgage Loans................................    266

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.   REMIC Administration....................................    267
SECTION 10.02.   Grantor Trust Administration............................    270

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment...............................................    273
SECTION 11.02.   Recordation of Agreement; Counterparts..................    275
SECTION 11.03.   Limitation on Rights of Certificateholders..............    276
SECTION 11.04.   Governing Law...........................................    276
SECTION 11.05.   Notices.................................................    276
SECTION 11.06.   Severability of Provisions..............................    278
SECTION 11.07.   Grant of a Security Interest............................    278
SECTION 11.08.   Streit Act..............................................    279
SECTION 11.09.   Successors and Assigns; Beneficiaries...................    279
SECTION 11.10.   Article and Section Headings............................    279
SECTION 11.11.   Notices to Rating Agencies..............................    279
SECTION 11.12.   Complete Agreement......................................    281



                             SCHEDULES AND EXHIBITS

 Schedule No.   Schedule Description
 ------------   --------------------
  Schedule I    Mortgage Loan Schedule
 Schedule II    List of Mortgage Loans with Secured Creditor Environmental
                Insurance Policies
 Schedule III   [RESERVED]
 Schedule IV    Class A-SB Planned Principal Balances
  Schedule V    List of Sub-Servicing Agreements In Effect on the Closing Date
 Schedule VI    List of Mortgage Loans Requiring Operations and Maintenance
                   Plans
 Schedule VII   List of Merrill Trust Mortgage Loans With Late Payment Charges
                   Due Prior to Expiration of Their Payment Date Grace Periods
Schedule VIII   List of Broker Strip Loans

Exhibit No.   Exhibit Description
-----------   -------------------
    A-1       Form of Class A-1, A-1D, A-2, A-2FL, A-3, A-4FL, A-5, A-SB, A-6
                 and A-1A Certificates
    A-2       [RESERVED]
    A-3       Form of Class X Certificate
    A-4       Form of Class AM, AJ, B, C and D Certificates
    A-5       Form of Class E, F, G and H Certificates
    A-6       Form of Class J, K, L, M, N, P and Q Certificates
    A-7       Form of Class R-I and R-II Certificates
    A-8       Form of Class Z Certificate
     B        Form of Distribution Date Statement
     C        Form of Custodial Certification
    D-1       Form of Master Servicer Request for Release
    D-2       Form of Special Servicer Request for Release
    E-1       Form of Transferor Certificate for Transfers of Definitive
                 Non-Registered Certificates
                 (Pursuant to Section 5.02(b))
    E-2A      Form I of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
                 (Pursuant to Section 5.02(b))
    E-2B      Form II of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
                 (Pursuant to Section 5.02(b))
    E-2C      Form of Transferee Certificate for Transfers of Interests in
                 Rule 144A Global Certificates
                 (Pursuant to Section 5.02(b))
    E-2D      Form of Transferee Certificate for Transfers of Interests in
                 Regulation S Global Certificates
                 (Pursuant to Section 5.02(b))
    F-1       Form I of Transferee Certificate Regarding ERISA Matters
                 (Definitive Non-Registered Certificates)
                 (Pursuant to Section 5.02(c))
    F-2       Form II of Transferee Certificate Regarding ERISA Matters
                 (Book-Entry Non-Registered Certificates)
                 (Pursuant to Section 5.02(c))
    G-1       Form of Transfer Affidavit and Agreement Regarding Residual
                 Certificates
                 (Pursuant to Section 5.02(d)(i)(4))



    G-2       Form of Transferor Certificate for Transfers of Residual
                 Certificates
                 (Pursuant to Section 5.02(d)(i)(4))
    H-1       Form of Notice and Acknowledgment (Regarding Proposed Special
                 Servicer)
    H-2       Form of Acknowledgment of Proposed Special Servicer
    I-1       Form of Information Request from Certificateholder or Certificate
                 Owner
    I-2       Form of Information Request from Prospective Investor
     J        [RESERVED]
     K        Form of S&P Defeasance Certification
     L        [RESERVED]
    M-1       Form of Purchase Option Notice
    M-2       Form of Purchase Option Assignment by the Special Servicer
    M-3       Form of Purchase Option Assignment by Plurality Subordinate
                 Certificateholder or Controlling Class Representative
     N        [RESERVED]
     O        Form of Sarbanes-Oxley Certification by the Depositor
    P-1       Form of Certification to be Provided by the Master Servicer to the
                 Depositor
    P-2       Form of Certification to be Provided by the Trustee to the
                 Depositor
    P-3       Form of Certification to be Provided by the Special Servicer to
                 the Depositor



                         POOLING AND SERVICING AGREEMENT

          This Pooling and Servicing Agreement is dated and effective as of
December 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as Depositor,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as Master Servicer, J.E. ROBERT
COMPANY, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Trust Mortgage Loans (exclusive of the
Broker Strip, the Excess Servicing Strip and that portion of the interest
payments on the Trust Mortgage Loans that constitutes 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 Certificates will evidence the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal income
tax law. For federal income tax purposes, each REMIC I Regular Interest will be
designated as a separate "regular interest" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. None of the REMIC I Regular Interests
will be certificated.

          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 (or, in the case of the Class X Certificates, each Class X
Component thereof), the Class A-2FL REMIC II Regular Interest and the Class A-4L
REMIC II Regular Interest, 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: (i) the class designation of each
Class of Sequential Pay Certificates; (ii) the Original Class Principal Balance
for each Class of Sequential Pay Certificates; (iii) the corresponding REMIC I
Regular Interest (the "Corresponding REMIC I Regular Interest") for each Class
of Sequential Pay Certificates; and (iv) the initial REMIC I Principal Balance
of each such Corresponding REMIC I Regular Interest.

                                       Corresponding
     Class        Original Class          REMIC I        Initial REMIC I
  Designation    Principal Balance   Regular Interest   Principal Balance
--------------   -----------------   ----------------   -----------------
Class A-1          $   98,700,000    LA-1                 $   98,700,000
Class A-1D         $   75,000,000    LA-1D                $   75,000,000
Class A-2          $   96,600,000    LA-2                 $   96,600,000
Class A-2FL(1)     $  100,000,000    LA-2FL               $  100,000,000



                                       Corresponding
     Class        Original Class          REMIC I        Initial REMIC I
  Designation    Principal Balance   Regular Interest   Principal Balance
--------------   -----------------   ----------------   -----------------
Class A-3          $   44,677,000    LA-3                 $   44,677,000
Class A-4FL(2)     $  300,000,000    LA-4FL               $  300,000,000
Class A-5          $   50,000,000    LA-5                 $   50,000,000
Class A-SB         $  176,000,000    LA-SB                $  176,000,000
Class A-6          $1,069,709,000    LA-6                 $1,069,709,000
Class A-1A         $  140,930,000    LA-1A                $  140,930,000
Class AM           $  307,374,000    LAM                  $  307,374,000
Class AJ           $  234,372,000    LAJ                  $  234,372,000
Class B            $   53,791,000    LB                   $   53,791,000
Class C            $   26,895,000    LC                   $   26,895,000
Class D            $   53,790,000    LD                   $   53,790,000
Class E            $   30,738,000    LE                   $   30,738,000
Class F            $   53,790,000    LF                   $   53,790,000
Class G            $   30,738,000    LG                   $   30,738,000
Class H            $   34,579,000    LH                   $   34,579,000
Class J            $    7,685,000    LJ                   $    7,685,000
Class K            $   11,526,000    LK                   $   11,526,000
Class L            $   11,527,000    LL                   $   11,527,000
Class M            $    3,842,000    LM                   $    3,842,000
Class N            $    7,684,000    LN                   $    7,684,000
Class P            $   11,527,000    LP                   $   11,527,000
Class Q            $   42,275,461    LQ                   $   42,275,461

----------
(1)  The Class A-2FL REMIC II Regular Interest will have the same designation,
     Original Class Principal Balance and Corresponding REMIC I Regular Interest
     as the Class A-2FL Certificates.

(2)  The Class A-4FL REMIC II Regular Interest will have the same designation,
     Original Class Principal Balance and Corresponding REMIC I Regular Interest
     as the Class A-4FL Certificates.

          There exists one (1) Trust Mortgage Loan, the Glendale Galleria Trust
Mortgage Loan, that has a Cut-off Date Balance of $153,635,946 and is evidenced
by a Mortgage Note designated as "Note A1" under the Glendale Galleria
Intercreditor Agreement, which is part of a group of loans comprised of that
Trust Mortgage Loan and three other mortgage loans, namely the Glendale Galleria


                                      -2-



Pari Passu Non-Trust Loan and the Glendale Galleria Subordinate Non-Trust Loans,
that are all secured by the same Mortgage encumbering the Glendale Galleria
Mortgaged Property. The Glendale Galleria Pari Passu Non-Trust Loan, which is
pari passu in right of payment and in other respects with the Glendale Galleria
Trust Mortgage Loan, has a Cut-off Date Balance of $125,702,137 and is evidenced
by a Mortgage Note designated as "Note A2" under the Glendale Galleria
Intercreditor Agreement. The Glendale Galleria Trust Mortgage Loan, the Glendale
Galleria Pari Passu Non-Trust Loan and the Glendale Galleria Subordinate
Non-Trust Loans collectively constitute the Glendale Galleria Loan Combination.
The relative rights of the holder of the Glendale Galleria Trust Mortgage Loan
and the respective holders of the Glendale Galleria Non-Trust Loans are set
forth in the Glendale Galleria Intercreditor Agreement. As and to the extent
provided in the Glendale Galleria Intercreditor Agreement, the Glendale Galleria
Pari Passu Non-Trust Loan is pari passu in right of payment and in other
respects with the Glendale Galleria Trust Mortgage Loan, and the Glendale
Galleria Subordinate Non-Trust Loans are subordinate in right of payment and in
other respects to the Glendale Galleria Trust Mortgage Loan and the Glendale
Galleria Pari Passu Non-Trust Loan.

          There exist two (2) A-Note Trust Mortgage Loans, each of which is part
of a group of loans comprised of that A-Note Trust Mortgage Loan and another
mortgage loan, namely the related B-Note Non-Trust Loan, that are both secured
by the same Mortgage encumbering the related Mortgaged Property. Each A-Note
Trust Mortgage Loan and the related B-Note Non-Trust Loan collectively
constitute an A/B Loan Combination. The relative rights of the holder of each
A-Note Trust Mortgage Loan and the holder of the related B-Note Non-Trust Loan
are set forth in the related Loan Combination Intercreditor Agreement. As and to
the extent provided in the related Loan Combination Intercreditor Agreement,
each B-Note Non-Trust Loan is subordinate in right of payment and in other
respects to the related A-Note Trust Mortgage Loan.

          Accordingly, as and to the extent provided herein, the Non-Trust
Loans, although not part of the Trust Fund, will be serviced and administered in
accordance with this Agreement by the Master Servicer and the Special Servicer.

          The portion of the Trust Fund consisting of (i) the Class A-2FL REMIC
II Regular Interest (and distributions thereon), the Class A-2FL Swap Agreement
(and payments by the Class A-2FL Swap Counterparty thereunder) and the
applicable sub-account of the Floating Rate Account and (ii) amounts held from
time to time in the applicable sub-account of the Floating Rate Account that
represent distributions on the Class A-2FL REMIC II Regular Interest and
payments by the Class A-2FL Swap Counterparty under the Class A-2FL Swap
Agreement, shall be treated as a grantor trust for federal income tax purposes
and shall be designated as "Grantor Trust A-2FL"; provided that the initial
up-front payment by the Class A-2FL Swap Counterparty to the Depositor under the
Class A-2FL Swap Agreement shall belong to the Depositor and shall not be part
of the Trust Fund or Grantor Trust A-2FL. As provided herein, the Trustee shall
take all actions required hereunder to ensure that the portion of the Trust Fund
consisting of the Grantor Trust A-2FL maintains its status as a grantor trust
under federal income tax law and not be treated as part of REMIC I or REMIC II.
The Class A-2FL Certificates shall represent undivided beneficial interests in
Grantor Trust A-2FL as described herein.

          The portion of the Trust Fund consisting of (i) the Class A-4FL REMIC
II Regular Interest (and distributions thereon), the Class A-4FL Swap Agreement
(and payments by the Class A-4FL Swap Counterparty thereunder) and the
applicable sub-account of the Floating Rate Account and (ii) amounts held from
time to time in the applicable sub-account of the Floating Rate Account that


                                      -3-



represent distributions on the Class A-4FL REMIC II Regular Interest and
payments by the Class A-4FL Swap Counterparty under the Class A-4FL Swap
Agreement, shall be treated as a grantor trust for federal income tax purposes
and shall be designated as "Grantor Trust A-4FL". As provided herein, the
Trustee shall take all actions required hereunder to ensure that the portion of
the Trust Fund consisting of the Grantor Trust A-4FL maintains its status as a
grantor trust under federal income tax law and not be treated as part of REMIC I
or REMIC II. The Class A-4FL Certificates shall represent undivided beneficial
interests in Grantor Trust A-4FL as described herein.

          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 Collection Account and/or the Additional Interest Account that
represent Additional Interest shall be treated as a grantor trust for federal
income tax purposes, and such grantor trust will be designated as "Grantor Trust
Z". In addition, the portions of the Trust Fund consisting of (i) the Excess
Servicing Strip and (ii) amounts held from time to time in the Collection
Account that represent the Excess Servicing Strip shall be treated as a grantor
trust for federal income tax purposes, and such grantor trust will be designated
as "Grantor Trust E". In addition, the portions of the Trust Fund consisting of
(i) the Broker Strip and (ii) amounts held from time to time in the Collection
Account that represent the Broker Strip, shall be treated as a grantor trust for
federal income tax purposes, and such grantor trust will be designated as
"Grantor Trust B". As provided herein, the Trustee shall take all actions
reasonably necessary to ensure that each of the respective portions of the Trust
Fund consisting of Grantor Trust Z, Grantor Trust E and Grantor Trust B,
respectively, maintains its status as a "grantor trust" under federal income tax
law and is not 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:


                                      -4-



                                    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.

          "A-Note Trust Mortgage Loan": Each of the Trust Mortgage Loans as to
which the related Mortgage, which encumbers the related Mortgaged Property, also
secures a B-Note Non-Trust Loan, which B-Note Non-Trust Loan will not be
included in the Trust Fund. The Columbia IV Shopping Center A-Note Trust
Mortgage Loan and The Shoppes at Plantation A-Note Trust Mortgage Loan are the
only A-Note Trust Mortgage Loans.

          "A/B Loan Combination": Collectively, each A-Note Trust Mortgage Loan
and the related B-Note Non-Trust Loan. The term "A/B Loan Combination" shall
include any successor REO Loan with respect to the applicable A-Note Trust
Mortgage Loan and any successor REO Loan with respect to the related B-Note
Non-Trust Loan.

          "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 related Mortgaged Property and (ii)
the related Mortgagor's failure to obtain insurance that specifically covers
acts of terrorism, but, in each case, only if the Special Servicer has
determined, in its reasonable judgment (exercised 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. 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
Sequential Pay Certificates (other than the Class A-2FL Certificates and the
Class A-4FL Certificates), the Class A-2FL REMIC II Regular Interest or the
Class A-4FL REMIC II Regular Interest, for any Distribution Date, one month's
interest at the Pass-Through Rate applicable to such Class of Certificates, the
Class A-2FL REMIC II Regular Interest or the Class A-4FL REMIC II Regular
Interest, as the case may be, for such Distribution Date, accrued on the related
Class Principal Balance outstanding immediately prior to such Distribution Date;
and with respect to the Class X Certificates for any Distribution Date, the
aggregate of all Accrued Component Interest with respect to the Class X
Components for such Distribution Date. Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with respect to any Class of Regular
Certificates, the Class A-2FL REMIC II Regular Interest or the Class A-4FL REMIC
II Regular


                                       -5-



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

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

          "Actual/360 Mortgage Loan": Each Mortgage Loan that accrues interest
on an Actual/360 Basis.

          "Additional Exclusions": Exclusions in addition to those in the
insurance policies for the Mortgaged Properties on September 11, 2001.

          "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 plus the related
Additional Interest Rate on such deferred interest. For purposes of this
Agreement, Additional Interest on an ARD Loan or any successor REO Loan with
respect thereto 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
(which may be a sub-account of the Distribution Account) 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 2005-CKI1, Commercial Mortgage Pass-Through Certificates,
Series 2005-CKI1, Additional Interest Account". The Additional Interest Account
shall not be an asset of either 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.

          "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 Special Servicer, the
Trustee and the Fiscal Agent on Advances (to the extent not offset by


                                       -6-



Default Charges or amounts otherwise payable to any related Non-Trust Noteholder
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 Default Charges or amounts
otherwise payable to any related Non-Trust Noteholder 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 (vii)(B), (ix), (xi), (xii), (xiii),
(xv) and (xix) of Section 3.05(a) out of collections on the related Trust
Mortgage Loans or REO Properties or out of general collections on the Trust
Mortgage Loans and any REO Properties on deposit in the Collection Account as
indicated in such clauses of Section 3.05(a), (y) pursuant to any of clauses
(ix), (xi), (xii), (xiii) and (xvi) of Section 3.05(e) out of collections on any
Loan Combination or any related Loan Combination REO Property on deposit in the
related Loan Combination Custodial Account as indicated in such clauses of
Section 3.05(e) (but only to the extent that such collections would have
otherwise been transferred to the Collection Account with respect to the related
Trust Mortgage Loan or any successor Trust REO Loan with respect thereto), or
(z) pursuant to clause (ii) or any of clauses (iv) through (vi) of Section
3.05(b) out of general collections on the Trust 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 Collection Account, the related Loan Combination
Custodial Account or the Distribution Account, as the case may be.

          "Additional Yield and Prepayment Amount": With respect to any Class of
Sequential Pay Certificates (other than any Excluded Class), the Class A-2FL
REMIC II Regular Interest or the Class A-4FL REMIC II Regular Interest, for any
Distribution Date on which distributions of principal are being made with
respect to that Class of Certificates, the Class A-2FL REMIC II Regular Interest
or the Class A-4FL REMIC II Regular Interest, as the case may be, pursuant to
Section 4.01(a), provided that a Yield Maintenance Charge and/or Prepayment
Premium was actually collected during the related Collection Period on a Trust
Mortgage Loan or a Trust REO Loan (for purposes of this definition, the "Prepaid
Loan") in the Loan Group as to which the Holders of such Class of Certificates,
Grantor Trust A-2FL with respect to the Class A-2FL REMIC II Regular Interest or
Grantor Trust A-4FL with respect to the Class A-4FL REMIC II Regular Interest
are/is receiving payments of principal on such Distribution Date, the product of
(a) such Yield Maintenance Charge and/or Prepayment Premium, net of Workout Fees
and Principal Recovery Fees payable therefrom and net of any portion of such
Yield Maintenance Charges and/or Prepayment Premiums applied pursuant to Section
4.01(k) to reimburse one or more Classes of Sequential Pay Certificates in
respect of Realized Losses and/or Additional Trust Fund Expenses previously
allocated to such Class(es), 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 subject Class of Sequential
Pay Certificates, the Class A-2FL REMIC II Regular Interest or the Class A-4FL
REMIC II Regular Interest, as the case may be, 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 the Prepaid Loan over (ii) the related Discount Rate,
multiplied by (c) a fraction, the numerator of which is equal to the amount of
principal distributable on the subject Class of Sequential Pay Certificates, the
Class A-2FL REMIC II Regular Interest or the Class A-4FL REMIC II Regular
Interest, as the case may be, on such Distribution Date (or, for so long as the
Class A-6 and Class A-1A Certificates are outstanding, principal distributable
on the subject Class of Sequential Pay Certificates, the Class A-2FL REMIC II
Regular Interest or the Class A-4FL REMIC II Regular Interest, as the case may
be, on that Distribution Date from collections on the applicable Loan Group that
includes the Prepaid Loan), pursuant to Section 4.01(a), and the denominator of
which is equal to the Principal Distribution Amount


                                       -7-



(or, so long as the Class A-6 and Class A-1A Certificates are outstanding, the
Loan Group 1 Principal Distribution Amount or the Loan Group 2 Principal
Distribution Amount, as applicable, based on which Loan Group includes the
Prepaid Loan) for such Distribution Date.

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

          "Adverse Grantor Trust Event": As defined in Section 10.02(e).

          "Adverse Rating Event": With respect to each Rating Agency that has
assigned a rating to any Class of rated Certificates, as of any date of
determination, the qualification, downgrade or withdrawal of the rating then
assigned to any such Class of rated Certificates by such Rating Agency (or the
placing of any such Class of rated Certificates on "negative credit watch"
status or "ratings outlook negative" status in contemplation of any such action
with respect thereto).

          "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.

          "Anticipated Repayment Date": For each ARD Loan, the date specified in
the related Mortgage Note after which the rate per annum at which interest
accrues on 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, as applicable, prepared in accordance with 12
C.F.R. Section 225.64 and conducted in accordance with the standards of the
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. The Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent may
conclusively rely on any Appraisal obtained in accordance with this Agreement.

          "Appraisal Reduction Amount": With respect to any Required Appraisal
Mortgage Loan, the excess, if any, of: (a) an amount, as calculated by the
Master Servicer, based on information provided by the Special Servicer and in
consultation with the Controlling Class Representative, as of the first
Determination Date immediately succeeding the date on which the Master Servicer
obtains knowledge of the subject Mortgage Loan becoming a Required Appraisal
Mortgage Loan, if no new Required Appraisal (or letter update or internal
valuation) is required, or otherwise the date on which a Required Appraisal (or
letter update or internal valuation, if applicable) is obtained, and each
anniversary of such Determination Date thereafter so long as the subject
Mortgage Loan remains a Required Appraisal Mortgage Loan, equal to the sum
(without duplication) of (i) the Stated Principal


                                       -8-



Balance of such Required Appraisal Mortgage Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, all unpaid interest accrued on such
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 (from related collections) Master Servicing Fees and
Special Servicing Fees with respect to such Required Appraisal Mortgage Loan
and, without duplication, all accrued or otherwise incurred but unpaid (from
related collections) Additional Trust Fund Expenses with respect to such
Required Appraisal Mortgage Loan, (iv) all related unreimbursed Advances made by
or on behalf of the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent with respect to such Required Appraisal Mortgage Loan, together
with (A) interest on those Advances and (B) any related Unliquidated Advances,
(v) all currently due and unpaid real estate taxes and unfunded improvement
reserves and assessments, insurance premiums and, if applicable, ground rents
with respect to the related Mortgaged Property and (vi) in the case of the
Glendale Galleria Loan Combination, to the extent known to the Master Servicer,
any and all interest accrued on delinquency advances comparable to P&I Advances
made in respect of the Glendale Galleria Pari Passu Non-Trust Loan (or any
successor REO Loan with respect thereto) that is payable under any Glendale
Galleria Pari Passu Non-Trust Loan Securitization Agreement; 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), and such
Required Appraisal (or letter update or internal valuation, if applicable) is
required thereunder, then the Appraisal Reduction Amount for the related
Required Appraisal Mortgage Loan will equal 25% of the Stated 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.

          Notwithstanding anything herein to the contrary, the Glendale Galleria
Loan Combination shall be treated as a single Required Appraisal Mortgage Loan
for purposes of calculating an Appraisal Reduction Amount. Any Appraisal
Reduction Amount with respect to the Glendale Galleria Loan Combination shall be
allocated first to the Glendale Galleria Subordinate Non-Trust Loans, in reverse
order of seniority (i.e., commencing with the most junior), in each case up to
the outstanding principal balance thereof, and then to the Glendale Galleria
Trust Mortgage Loan and the Glendale Galleria Pari Passu Non-Trust Loan, on a
pro rata (based on their respective outstanding principal balances) and pari
passu basis.

          "Appraised Value": With respect to each Mortgaged Property and REO
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 upon which the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent may conclusively rely.

          "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.

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


                                       -9-



          "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 Periodic Payment": With respect to any Balloon 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 related Due Date thereafter as of which such
Mortgage Loan remains outstanding and part of the Trust Fund (or, in the case of
a Non-Trust Loan for any Due Date, as of which such Mortgage Loan remains
outstanding and the related Trust Mortgage Loan 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 equal to the Periodic Payment 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
immediately prior to, and without regard to the occurrence of, its Stated
Maturity Date. With respect to any REO Loan, for any related Due Date as of
which the related REO Property or any interest therein 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 equal to the Periodic Payment 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 Loan
and such Due Date coincides with or follows what had been its Stated Maturity
Date, equal to the Assumed Periodic 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, without duplication, of (i) the aggregate
of the amounts on deposit in the Collection 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 Collection 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 Pool REO Account (if established) and/or any Loan
Combination Custodial Account to the Collection Account after the Determination
Date in the month of such Distribution Date, but on or prior to the P&I Advance
Date in such month, pursuant to Section 3.16(c) and/or Section 3.05(e), as
applicable, (iv) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with Prepayment Interest Shortfalls and Casualty/Condemnation
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 clause (a) 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 Collection
Account pursuant to clauses (ii)-(xvi), (xix) and (xxi) of Section 3.05(a) or
(B) the Distribution Account pursuant to clauses (ii)-(vi) and (ix) 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 that is


                                      -10-



not a leap year, the Interest Reserve Amounts with respect to the Interest
Reserve Loans to be withdrawn from the Distribution 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 Collection Account or the Distribution Account in error.

          "B-Note Non-Trust Loan": With respect to each A-Note Trust Mortgage
Loan, the other Mortgage Loan that (i) is not included in the Trust Fund, (ii)
is subordinate in right of payment and in other respects to such A-Note Trust
Mortgage Loan to the extent set forth in the related Loan Combination
Intercreditor Agreement and (iii) is secured by the same Mortgage on the same
Mortgaged Property as such A-Note Trust Mortgage Loan.

          "B-Noteholder": Each holder of (i) the Mortgage Note for a B-Note
Non-Trust Loan and (ii) the corresponding rights under the related Loan
Combination Intercreditor Agreement.

          "Balloon 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 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).

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

          "Book-Entry Non-Registered Certificate": Any Book-Entry Certificate
that is a Non-Registered Certificate.

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

          "Broker Strip": With respect to each Broker Strip Loan, the right to
receive interest accrued on the principal balance of such Mortgage Loan at the
Broker Strip Rate for such Mortgage Loan.

          "Broker Strip Loans": The Mortgage Loans listed on Schedule VIII
hereto.

          "Broker Strip Payee": With respect to any Broker Strip Loan, the
"Broker Strip Payee" specified on Schedule VIII hereto with respect to such
Mortgage Loan.

          "Broker Strip Rate": With respect to each Broker Strip Loan, the
"Broker Strip Rate" specified on Schedule VIII hereto with respect to such
Mortgage Loan.

          "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 Chicago,
Illinois), or the offices of the Master Servicer (which as of the Closing Date
is Kansas City, Missouri), or the offices of the Special Servicer (which as of
the Closing


                                      -11-



Date is McLean, Virginia), are located, are authorized or obligated by law or
executive order to remain closed.

          "Casualty/Condemnation Interest Shortfall": With respect to any Trust
Mortgage Loan as to which a Casualty/Condemnation Principal Prepayment was
received during any Collection Period and was applied to such Mortgage Loan as
an unscheduled payment of principal 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, 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 Casualty/Condemnation Principal
Prepayment during the period commencing on the date as of which such
Casualty/Condemnation Principal Prepayment was applied to such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive (net of any
portion of such interest that would have constituted Penalty Interest and/or
Additional Interest, if applicable).

          "Casualty/Condemnation Principal Prepayment": With respect to any
Trust Mortgage Loan, any amounts constituting Insurance Proceeds or amounts
received in connection with the taking of all or a part of a Mortgaged Property
by the exercise of the power of eminent domain or condemnation, that are applied
as an unscheduled principal prepayment in accordance with the provisions of this
Pooling and Servicing Agreement, in reduction of the principal balance of such
Mortgage Loan.

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

          "Certificate": Any one of the Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, as executed by
the Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

          "Certificate Factor": With respect to any Class of Sequential Pay
Certificates, the Class X Certificates, the Class A-2FL REMIC II Regular
Interest or the Class A-4FL REMIC II Regular Interest, as of any date of
determination, a fraction, expressed as a decimal carried to at least eight
places, the numerator of which is the then current Class Principal Balance or
Class X Notional Amount, as applicable, of such Class of Certificates, the Class
A-2FL REMIC II Regular Interest or the Class A-4FL REMIC II Regular Interest, as
the case may be, and the denominator of which is the Original Class Principal
Balance or Original Notional Amount, as the case may be, of such Class of
Certificates, the Class A-2FL REMIC II Regular Interest or the Class A-4FL REMIC
II Regular Interest, as the case may be.

          "Certificate Notional Amount": With respect to any Class X
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 X Notional Amount.

          "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.


                                      -12-



          "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(a).

          "Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax 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 Plurality 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 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 conclusively 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.

          "Certification Parties": As defined in Section 8.16(b).

          "Certifying Person": As defined in Section 8.16(b).

          "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric, as applicable, class designation.

          "Class A Senior Certificates": The Class A-1, A-1D, Class A-2, Class
A-2FL, Class A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6 and Class A-1A
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.


                                      -13-



          "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" 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-1D Certificate": Any one of the Certificates with a "Class
A-1D" 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-1
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

          "Class A-2FL Additional Fixed Swap Payment": With respect to any
Distribution Date and the Class A-2FL Swap Payment Date to which it relates
based on the confirmation under the Class A-2FL Swap Agreement, the applicable
"Additional Fixed Amount" within the meaning of the confirmation under the Class
A-2FL Swap Agreement.

          "Class A-2FL Available Funds": With respect to any Distribution Date,
an amount equal to (a) the sum of (i) the total amount of all principal and/or
interest distributions, as well as all distributions of Yield Maintenance
Charges and Prepayment Premiums, properly made on or in respect of the Class
A-2FL REMIC II Regular Interest with respect to such Distribution Date and (ii)
the amounts, if any, received from the Class A-2FL Swap Counterparty pursuant to
the Class A-2FL Swap Agreement for such Distribution Date, less (b) any Class
A-2FL Net Fixed Swap Payment, Class A-2FL Additional Fixed Swap Payment and
Class A-2FL Fixed Payer Shortfall Reimbursement Payment required to be paid to
the Class A-2FL Swap Counterparty pursuant to the Class A-2FL Swap Agreement,
consistent with Section 3.29, for such Distribution Date.

          "Class A-2FL Certificate": Any one of the Certificates with a "Class
A-2FL" designation on the face thereof, substantially in the form of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust A-2FL.

          "Class A-2FL Depositor's Retained Amount": The initial up-front
payment from the Class A-2FL Swap Counterparty to the Depositor pursuant to the
Class A-2FL Swap Agreement.

          "Class A-2FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Swap
Payment Default under the Class A-2FL Swap Agreement while the Trustee is
pursuing remedies under the Class A-2FL Swap Agreement pursuant to Section 3.29,
or (ii) immediately upon and following the termination of the Class A-2FL Swap
Agreement until any replacement agreement is entered into, the conversion of
distributions with respect to the Class A-2FL Certificates from distributions
based, in part, on floating interest payments from the Class A-2FL Swap
Counterparty under the Class A-2FL Swap Agreement to distributions based solely
on distributions in respect of the Class A-2FL REMIC II Regular Interest, as
specified in Section 4.01(c).

          "Class A-2FL Fixed Swap Payment": With respect to any Distribution
Date and the Class A-2FL Swap Payment Date to which it relates based on the
confirmation under the Class A-2FL


                                      -14-



Swap Agreement, the applicable "Fixed Amount" within the meaning of the
confirmation under the Class A-2FL Swap Agreement.

          "Class A-2FL Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class A-2FL Swap Payment Date to which
it relates based on the confirmation under the Class A-2FL Swap Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the meaning of
the confirmation under the Class A-2FL Swap Agreement.

          "Class A-2FL Floating Swap Payment": With respect to any Distribution
Date and the Class A-2FL Swap Payment Date to which it relates based on the
confirmation under the Class A-2FL Swap Agreement, the applicable "Floating
Amount" within the meaning of the confirmation under the Class A-2FL Swap
Agreement.

          "Class A-2FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the Distributable
Certificate Interest with respect to the Class A-2FL REMIC II Regular Interest
for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, (ii) any Class A-2FL Net Floating Swap Payment received from
the Class A-2FL Swap Counterparty for distribution on such Distribution Date and
(iii) if the Class A-2FL Swap Agreement is terminated and a replacement Class
A-2FL Swap Agreement is not obtained, any related Swap Termination Payment
collected during the related Collection Period, less (b) any Class A-2FL Net
Fixed Swap Payment and/or Class A-2FL Fixed Payer Shortfall Reimbursement
Payment made to the Class A-2FL Swap Counterparty with respect to such
Distribution Date.

          "Class A-2FL Net Fixed Swap Payment": With respect to any Distribution
Date, the excess, if any of (i) the Class A-2FL Fixed Swap Payment for that
Distribution Date over (ii) the Class A-2FL Floating Swap Payment for that
Distribution Date.

          "Class A-2FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-2FL Floating Swap
Payment for that Distribution Date over (ii) the Class A-2FL Fixed Swap Payment
for that Distribution Date.

          "Class A-2FL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the amount of principal allocated pursuant
to Section 4.01 in respect of the Class A-2FL REMIC II Regular Interest on such
Distribution Date.

          "Class A-2FL REMIC II Regular Interest": The uncertificated interest
in REMIC II, designated as "Class A-2FL", constituting a "regular interest" in
REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.

          "Class A-2FL Sub-Account": As defined in Section 3.04(f).

          "Class A-2FL Swap Agreement": With respect to the Class A-2FL
Certificates and the Class A-2FL REMIC II Regular Interest, the applicable
interest rate swap agreement consisting of the ISDA 2002 Master Agreement,
together with the related schedule, confirmation and any annexes thereto, dated
as of December 7, 2005, by and among the Class A-2FL Swap Counterparty and the
Trustee, solely in its capacity as Trustee, on behalf of the Trust, or any
replacement interest rate swap agreement entered into by the Trustee in
accordance with the terms of Section 3.29,

          "Class A-2FL Swap Counterparty": Merrill Lynch Capital Services, Inc.
or its successor in interest or any swap counterparty under a replacement Class
A-2FL Swap Agreement.


                                      -15-



          "Class A-2FL Swap Payment Date": The "Payment Date" within the meaning
of the confirmation under the Class A-2FL Swap Agreement.

          "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-1
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

          "Class A-4FL Additional Fixed Swap Payment": With respect to any
Distribution Date and the Class A-4FL Swap Payment Date to which it relates
based on the confirmation under the Class A-4FL Swap Agreement, the applicable
"Additional Fixed Amount" within the meaning of the confirmation under the Class
A-4FL Swap Agreement.

          "Class A-4FL Available Funds": With respect to any Distribution Date,
an amount equal to (a) the sum of (i) the total amount of all principal and/or
interest distributions, as well as all distributions of Yield Maintenance
Charges and Prepayment Premiums, properly made on or in respect of the Class
A-4FL REMIC II Regular Interest with respect to such Distribution Date and (ii)
the amounts, if any, received from the Class A-4FL Swap Counterparty pursuant to
the Class A-4FL Swap Agreement for such Distribution Date, less (b) any Class
A-4FL Net Fixed Swap Payment, Class A-4FL Additional Fixed Swap Payment and
Class A-4FL Fixed Payer Shortfall Reimbursement Payment required to be paid to
the Class A-4FL Swap Counterparty pursuant to the Class A-4FL Swap Agreement,
consistent with Section 3.29, for such Distribution Date.

          "Class A-4FL Certificate": Any one of the Certificates with a "Class
A-4FL" designation on the face thereof, substantially in the form of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust A-4FL.

          "Class A-4FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation of a Swap
Payment Default under the Class A-4FL Swap Agreement while the Trustee is
pursuing remedies under the Class A-4FL Swap Agreement pursuant to Section 3.29,
or (ii) immediately upon and following the termination of the Class A-4FL Swap
Agreement until any replacement agreement is entered into, the conversion of
distributions with respect to the Class A-4FL Certificates from distributions
based, in part, on floating interest payments from the Class A-4FL Swap
Counterparty under the Class A-4FL Swap Agreement to distributions based solely
on distributions in respect of the Class A-4FL REMIC II Regular Interest, as
specified in Section 4.01(c).

          "Class A-4FL Fixed Swap Payment": With respect to any Distribution
Date and the Class A-4FL Swap Payment Date to which it relates based on the
confirmation under the Class A-4FL Swap Agreement, the applicable "Fixed Amount"
within the meaning of the confirmation under the Class A-4FL Swap Agreement.

          "Class A-4FL Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class A-4FL Swap Payment Date to which
it relates based on the confirmation under the Class A-4FL Swap Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the meaning of
the confirmation under the Class A-4FL Swap Agreement.


                                      -16-



          "Class A-4FL Floating Swap Payment": With respect to any Distribution
Date and the Class A-4FL Swap Payment Date to which it relates based on the
confirmation under the Class A-4FL Swap Agreement, the applicable "Floating
Amount" within the meaning of the confirmation under the Class A-4FL Swap
Agreement.

          "Class A-4FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the Distributable
Certificate Interest with respect to the Class A-4FL REMIC II Regular Interest
for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, (ii) any Class A-4FL Net Floating Swap Payment received from
the Class A-4FL Swap Counterparty for distribution on such Distribution Date and
(iii) if the Class A-4FL Swap Agreement is terminated and a replacement Class
A-4FL Swap Agreement is not obtained, any related Swap Termination Payment
collected during the related Collection Period, less (b) any Class A-4FL Net
Fixed Swap Payment and/or Class A-4FL Fixed Payer Shortfall Reimbursement
Payment made to the Class A-4FL Swap Counterparty with respect to such
Distribution Date.

          "Class A-4FL Net Fixed Swap Payment": With respect to any Distribution
Date, the excess, if any of (i) the Class A-4FL Fixed Swap Payment for that
Distribution Date over (ii) the Class A-4FL Floating Swap Payment for that
Distribution Date.

          "Class A-4FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-4FL Floating Swap
Payment for that Distribution Date over (ii) the Class A-4FL Fixed Swap Payment
for that Distribution Date.

          "Class A-4FL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the amount of principal allocated pursuant
to Section 4.01 in respect of the Class A-4FL REMIC II Regular Interest on such
Distribution Date.

          "Class A-4FL REMIC II Regular Interest": The uncertificated interest
in REMIC II, designated as "Class A-4FL", constituting a "regular interest" in
REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.

          "Class A-4FL Sub-Account": As defined in Seciton 3.04(f).

          "Class A-4FL Swap Agreement": With respect to the Class A-4FL
Certificates and the Class A-4FL REMIC II Regular Interest, the applicable
interest rate swap agreement consisting of the ISDA 2002 Master Agreement,
together with the related schedule, confirmation and any annexes thereto, dated
as of December 7, 2005, by and among the Class A-4FL Swap Counterparty and the
Trustee, solely in its capacity as Trustee, on behalf of the Trust, or any
replacement interest rate swap agreement entered into by the Trustee in
accordance with the terms of Section 3.29,

          "Class A-4FL Swap Counterparty": Merrill Lynch Capital Services, Inc.
or its successor in interest or any swap counterparty under a replacement Class
A-4FL Swap Agreement.

          "Class A-4FL Swap Payment Date": The "Payment Date" within the meaning
of the confirmation under the Class A-4FL Swap Agreement.

          "Class A-5 Certificate": Any one of the Certificates with a "Class
A-5" 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.


                                      -17-



          "Class A-6 Certificate": Any one of the Certificates with a "Class
A-6" 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-SB Certificate": Any one of the Certificates with a "Class
A-SB" 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-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the Class A-SB
Certificates for such date set forth on Schedule IV attached hereto.

          "Class AJ Certificate": Any one of the Certificates with a "Class AJ"
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 AM Certificate": Any one of the Certificates with a "Class AM"
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-4
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-4
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-4
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

          "Class E Certificate": Any one of the Certificates with a "Class E"
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 F Certificate": Any one of the Certificates with a "Class F"
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 G Certificate": Any one of the Certificates with a "Class G"
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 H Certificate": Any one of the Certificates with a "Class H"
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.


                                      -18-



          "Class J Certificate": Any one of the Certificates with a "Class J"
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 K Certificate": Any one of the Certificates with a "Class K"
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 L Certificate": Any one of the Certificates with a "Class L"
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 M Certificate": Any one of the Certificates with a "Class M"
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 N Certificate": Any one of the Certificates with a "Class N"
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 P Certificate": Any one of the Certificates with a "Class P"
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 Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interest
or the Class A-4FL REMIC II Regular Interest, as the case may be, outstanding
from time to time. As of the Closing Date, the Class Principal Balance of each
Class of Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interest
and the Class A-4FL REMIC II Regular Interest shall equal the Original Class
Principal Balance thereof. On each Distribution Date, the Class Principal
Balance of each of the respective Classes of the Sequential Pay Certificates
(exclusive of the Class A-2FL Certificates and the Class A-4FL Certificates),
the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
Interest 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 the first paragraph of Section 4.04(a). The respective Class
Principal Balances of the various Classes of Sequential Pay Certificates
(exclusive of the Class A-2FL Certificates and the Class A-4FL Certificates),
the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
Interest shall be increased, as and to the extent and in the order provided in
the second paragraph of Section 4.04(a), in connection with any recoveries of
Nonrecoverable Advances and/or interest thereon which were reimbursed and/or
paid in a prior Collection Period from the principal portion of general
collections on the Mortgage Pool and which are included in the Principal
Distribution Amount for the current 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, the Class A-2FL
REMIC II Regular Interest and the Class A-4FL REMIC II Regular Interest, as the
case may be, shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal


                                      -19-



Balance. The Class Principal Balance of the Class A-4FL Certificates shall at
all times equal the Class Principal Balance of the Class A-4FL REMIC II Regular
Interest.

          "Class Q Certificate": Any one of the Certificates with a "Class Q"
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 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-7
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-7
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

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

          "Class X Component": Any of the 26 components of the Class X
Certificates listed in the following table.

            Class Designation
 Class X     of Corresponding
Component      Certificates
---------   -----------------
X-A-1       A-1
X-A-1A      A-1A
X-A-1D      A-1D
X-A-2       A-2
X-A-3       A-3
X-A-4       A-4
X-A-4FL     A-4FL
X-A-5       A-5
X-A-SB      A-SB
X-A-6       A-6
X-AM        AM
X-AJ        AJ
X-B         B
X-C         C
X-D         D
X-E         E
X-F         F
X-G         G
X-H         H
X-J         J


                                      -20-



            Class Designation
 Class X     of Corresponding
Component      Certificates
---------   -----------------
X-K         K
X-L         L
X-M         M
X-N         N
X-P         P
X-Q         Q

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

          "Class X Strip Rate": With respect to any Class X Component, for any
Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding Certificates (or, in the case of the
Class A-2FL Certificates, for the Class A-2FL REMIC II Regular Interest and, in
the case of the Class A-4FL Certificates, for the Class A-4FL REMIC II Regular
Interest) for such Distribution Date. In no event, however, shall any Class X
Strip Rate be less than zero.

          "Class Z Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a proportionate interest in Grantor Trust Z.

          "Clearstream": Clearstream Banking, Luxembourg or any successor.

          "Closing Date": December 7, 2005.

          "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, issuers, placement agents and
underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage-backed
pass-through certificates and commercial mortgage-backed bonds and the
commercial mortgage loans and foreclosed properties underlying or backing them
to investors holding or owning such certificates or bonds, and any successor to
such other association or organization. If an organization or association
described in one of the preceding sentences of this definition does not exist,
"CMSA" shall be deemed to refer to such other association or organization as
shall be selected by the Master Servicer and reasonably acceptable to the
Trustee, the Special Servicer and the Controlling Class Representative.

          "CMSA Advance Recovery Report": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Advance Recovery Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.


                                      -21-



          "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Collateral Summary File": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Comparative Financial Status Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally.

          "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Level Reserve Report" on the CMSA Website, or in such other form for
the presentation of such information and containing such


                                      -22-



additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally.

          "CMSA Loan Periodic Update File": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Loan Periodic Update File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally.

          "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and in any event,
shall present the computations made in accordance with the methodology described
in such form to "normalize" the full year net operating income, net cash flow
and debt service coverage numbers used in the other reports required by this
Agreement.

          "CMSA Operating Statement Analysis Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally.

          "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally.

          "CMSA Reconciliation of Funds Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Reconciliation of Funds Report" available as of the Closing Date on the
CMSA Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally.

          "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available on the CMSA Website, or in such other form for the
presentation of such information and containing such additional information as
may from time to time be recommended by the CMSA for commercial mortgage
securities transactions generally.


                                      -23-



          "CMSA Servicer Watch List": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Servicer
Watch List" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

          "CMSA Special Servicer Loan File": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Special Servicer Loan File" on the CMSA Website, or in such other form for the
presentation of such information and containing such additional information as
may from time to time be recommended by the CMSA for commercial mortgage
securities transactions generally.

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

          "Code": 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 Account": One or more segregated accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled: "KeyCorp
Real Estate Capital Markets, Inc., as Master Servicer for LaSalle Bank National
Association, as Trustee, on behalf of and in trust for the registered holders of
Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1".

          "Collection Period": Individually and collectively, as the context may
require: with respect to each Mortgage Loan and any successor REO Loan with
respect thereto, for any Distribution Date, the period commencing on the day
immediately following the related Determination Date for such Mortgage Loan 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 for such Mortgage Loan for the subject
Distribution Date. For the purposes of this Agreement, with respect to any
Distribution Date, the Collection Period that corresponds to that Distribution
Date (including, for example, but without limitation, references to "the related
Collection Period") shall mean the Collection Periods (determined in accordance
with the preceding sentence) ending in the month in which such Distribution Date
occurs that are applicable to the Merrill Trust Mortgage Loans, the Countrywide
Trust Mortgage Loans, the IXIS Trust Mortgage Loans and/or the KeyBank Trust
Mortgage Loans, as applicable.

          "Columbia IV Shopping Center A-Note Trust Mortgage Loan": The A-Note
Trust Mortgage Loan identified as loan number 118 on the Mortgage Loan Schedule
and as being secured by retail property identified as Columbia IV Shopping
Center.

          "Columbia IV Shopping Center B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Columbia IV Shopping Center A-Note Trust
Mortgage Loan.


                                      -24-



          "Component Notional Amount": With respect to each Class X 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 most
subordinate Class of Sequential Pay Certificates (based on the payment
priorities set forth in Section 4.01(a)) that has a Class Principal Balance that
is greater than 25% of the Original Class Principal Balance thereof (without
considering any Appraisal Reduction Amounts); provided, however, that if no
Class of Sequential Pay Certificates has a Class Principal Balance that
satisfies such requirement, then the Controlling Class shall be the most
subordinate outstanding Class of Sequential Pay Certificates (based on the
payment priorities set forth in Section 4.01(a)) with a Class Principal Balance
greater than zero. With respect to determining and exercising the rights of the
Controlling Class, the Class A Senior Certificates shall collectively be deemed
to be 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 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services Group--Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1.

          "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 Certificates": With respect to any REMIC I Regular
Interest, the Class of Sequential Pay Certificates for which such REMIC I
Regular Interest is the Corresponding REMIC I Regular Interest. With respect to
any Class X Component, the Class of Sequential Pay Certificates designated as
the "Corresponding Certificates" for such Class X Component in the definition of
"Class X Component".

          "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Sequential Pay Certificates.
With respect to the Class A-2FL REMIC II Regular Interest, REMIC I Regular
Interest LA-2FL. With respect to the Class A-4FL REMIC II Regular Interest,
REMIC I Regular Interest LA-4FL. With respect to any Class X Component, the
REMIC I Regular Interest that, with the replacement of "L" with "X-", at the
beginning of its designation, has the same alphabetic or alphanumeric
designation as such Class X Component.

          "Countrywide": Countrywide Commercial Real Estate Finance, Inc., a
California corporation, or its successor in interest.

          "Countrywide Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of December 1, 2005, between the Depositor and
Countrywide and relating to the transfer of the Countrywide Trust Mortgage Loans
to the Depositor.


                                      -25-



          "Countrywide Securities": Countrywide Securities Corporation, a
California corporation, or its successor in interest.

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

          "Crossed Loan": As defined in Section 2.03(a). The Mortgage Loans
comprising a Loan Combination shall not be deemed to be Crossed Loans for
purposes of this Agreement.

          "Crossed Loan Group": As defined in Section 2.03(a).

          "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": Individually and collectively, as the context may
require: with respect to each Mortgage Loan, the related Due Date of such
Mortgage Loan in December 2005; or, with respect to those Mortgage Loans, if
any, that have their first Due Date in January 2006, December 1, 2005.

          "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 Trust 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, in the case of a Qualified Substitute Mortgage Loan, prior to the relevant
date of determination) 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 or, in the case
of the Glendale Galleria Trust Mortgage Loan, twelve times the amount of the
aggregate Periodic Payment in effect for the Glendale Galleria Trust Mortgage
Loan and the Glendale Galleria Pari Passu Non-Trust Loan as of such date of
determination.

          "Default Charges": Penalty Interest and/or late payment charges that
are paid or payable, as the context may require, in respect of any Mortgage Loan
or REO Loan.

          "Defaulted Mortgage Loan": A Mortgage Loan: (i) that is (A) delinquent
60 days or more in respect of a Periodic Payment (not including the Balloon
Payment) or (B) delinquent one day or more in respect of its Balloon Payment, 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
(ii) as to which the Special Servicer has, by written notice to the related
Mortgagor, accelerated the maturity of the indebtedness evidenced by the related
Mortgage Note.


                                      -26-



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

          "Deficient Valuation": With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than (i) in the case of a Trust Mortgage Loan other than the Glendale Galleria
Trust Mortgage Loan, the then outstanding principal balance of such Mortgage
Loan, and (ii) in the case of the Glendale Galleria Trust Mortgage Loan or any
other Mortgage Loan in a Loan Combination, the then-aggregate outstanding
principal balance of such Mortgage Loan and all other Mortgage Loans in such
Loan Combination that are senior to, or pari passu with, such Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

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

          "Definitive Non-Registered Certificate": Any Definitive Certificate
that is a Non-Registered Certificate.

          "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": For any Distribution Date, (i) with respect to
each Mortgage Loan that has a Due Date on or prior to the fourth Business Day
prior to such Distribution Date, the fourth Business Day prior to such
Distribution Date, and (ii) with respect to each other Mortgage Loan, the Due
Date for such Mortgage Loan in the month in which such Distribution Date occurs.
For the purposes of this Agreement, with respect to any Distribution Date, the
"Determination Date" that corresponds to that Distribution Date (including, for
example, but without limitation, references to "the related Determination Date")
shall mean the Determination Dates (determined in accordance with the preceding
sentence) occurring in the same month as such Distribution Date that are
applicable to the Mortgage Pool.

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


                                      -27-



          "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 Trust Mortgage Loan or
Trust REO Loan for purposes of allocating any Prepayment Premium or Yield
Maintenance Charge received thereon or with respect thereto among the respective
Classes of the Sequential Pay Certificates (other than any Excluded Class
thereof), the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II
Regular Interest, an amount equal to the discount rate stated in the Mortgage
Loan documents related to such Trust Mortgage Loan or Trust 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
(primary issue) with a maturity date closest to the maturity date or Anticipated
Repayment Date, as applicable, for such prepaid Trust Mortgage Loan or Trust 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 or Anticipated Repayment Date, as
applicable, for the prepaid Trust Mortgage Loan or Trust REO Loan, the issue
with the earliest maturity date shall apply.

          "Disqualified Non-United States Tax Person": With respect to any
Residual Certificate, any Non-United States Tax Person or agent thereof other
than: (1) a Non-United States Tax Person that (a) holds such Residual
Certificate and, for purposes of Treasury regulations Section 1.860G-3(a)(3), is
subject to tax under Section 882 of the Code, (b) certifies that it understands
that, for purposes of Treasury regulations Section 1.860E-1(c)(4)(ii), as a
holder of such Residual Certificate for United States federal income tax
purposes, it may incur tax liabilities in excess of any cash flows generated by
such Residual Certificate and intends to pay taxes associated with holding such
Residual Certificate, and (c) has furnished the Transferor and the Trustee with
an effective IRS Form W-8ECI or successor form and has agreed to update such
form as required under the applicable Treasury regulations; or (2) a Non-United
States Tax Person that has delivered to the Transferor, the Trustee and the
Certificate Registrar an opinion of nationally recognized tax counsel to the
effect that (x) the Transfer of such Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
(y) such Transfer of such Residual Certificate will not be disregarded for
United States federal income tax purposes.

          "Disqualified Organization": (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the Trustee
or the REMIC Administrator based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Residual Certificate by such Person may cause the
Trust or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any


                                      -28-



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.

          "Disqualified Partnership": Any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

          "Distributable Certificate Interest": With respect to any Class of
Regular Certificates, the Class A-2FL REMIC II Regular Interest or the Class
A-4FL REMIC II Regular Interest for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates, the Class A-2FL
REMIC II Regular Interest or the Class A-4FL REMIC II Regular Interest, as the
case may be, for such Distribution Date, reduced (other than with respect to the
Class X Certificates) (to not less than zero) by 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 the subject Class of Certificates, the Class
A-2FL REMIC II Regular Interest or the Class A-4FL REMIC II Regular Interest, as
the case may be, for such Distribution Date, and the denominator of which is the
aggregate Accrued Certificate Interest in respect of all the Classes of
Sequential Pay Certificates (exclusive of the Class A-2FL Certificates and the
Class A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and the
Class A-4FL REMIC II Regular Interest, as the case may be, for such Distribution
Date; provided that, if the aggregate Class Principal Balance of the Sequential
Pay Certificates (exclusive of the Class A-2FL Certificates and the Class A-4FL
Certificates), the Class A-2FL REMIC II Regular Interest or the Class A-4FL
REMIC II Regular Interest is reduced as a result of a Realized Loss caused by a
diversion of principal collections on the Mortgage Pool to reimburse
Nonrecoverable Advances and/or pay interest thereon as contemplated by Section
1.02, and if there is a subsequent recovery of such amounts that results in the
reinstatement of the Class Principal Balance of any one or more Classes of
Sequential Pay Certificates (exclusive of the Class A-2FL Certificates and the
Class A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and/or the
Class A-4FL REMIC II Regular Interest as provided in the definition of "Class
Principal Balance" and the second paragraph of Section 4.04(a), then the amount
of Distributable Certificate Interest with respect to each Class of Regular
Certificates, the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL
REMIC II Regular Interest for the next succeeding Distribution Date shall be
increased by the amount of any and all additional Distributable Certificate
Interest that would have been payable with respect to the subject Class of
Regular Certificates, the Class A-2FL REMIC II Regular Interest or the Class
A-4FL REMIC II Regular Interest if such diversion of principal and the
corresponding allocation of a Realized Loss (up to the amount of the reinstated
balances) had not occurred.

          "Distribution Account": The segregated account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled
"LaSalle Bank National Association, as Trustee, in trust for the registered
holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
Pass-Through Certificates, Series 2005-CKI1".

          "Distribution Date": During any given month, the 12th day of such
month, or if the 12th day is not a Business Day, the next succeeding Business
Day, commencing in January 2006.

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


                                      -29-



          "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 (a) with respect to
deposits held for 30 days or more in such account, the long-term deposit or
unsecured debt obligations of which are rated at least "AA" by S&P (or "A-"
provided the short-term unsecured debt obligations are rated at least "A-1" by
S&P) and "Aa3" by Moody's (if then rated by Moody's) (or, with respect to any
such Rating Agency, such lower rating as will not result in an Adverse Rating
Event or a Glendale Galleria Related MBS Adverse Rating Event, as evidenced in
writing by the applicable Rating Agency), at any time such funds are on deposit
therein, or (b) with respect to deposits held for less than 30 days in such
account, the short-term deposits of which are rated at least "A-1" by S&P and
"P-1" by Moody's (if then rated by Moody's) (or, with respect to any such Rating
Agency, such lower rating as will not result in an Adverse Rating Event or a
Glendale Galleria Related MBS Adverse Rating Event) as evidenced in writing by
the applicable Rating Agency at any time such funds are on deposit therein, (ii)
an account or accounts maintained with KeyBank so long as KeyBank (1) has a
long-term unsecured debt rating of at least "A-" and a short-term rating of at
least "A-1" from S&P and (2) has a long-term unsecured debt rating of at least
"A1" and a short-term rating of at least "P-1" from Moody's, (iii) an account or
accounts maintained with PNC Bank National Association so long as it (1) has a
long-term unsecured debt rating of at least "A" and a short-term rating of at
least "A-1" from S&P and (2) has a long-term unsecured debt rating of at least
"A1" and a short-term rating of at least "P-1" from Moody's, (iv) 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 C.F.R. Section 9.10(b), having in either case a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority, or (v) any other account the use
of which would not, in and of itself, cause an Adverse Rating Event or a
Glendale Galleria Related MBS Adverse Rating Event, 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.

          "Euroclear": The Euroclear System or any successor.

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

          "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,


                                      -30-



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).

          "Excess Servicing Strip": With respect to each Trust Mortgage Loan and
Trust REO Loan, that portion of the Master Servicing Fee for such Mortgage Loan
or REO Loan that represents interest accrued at the related Excess Servicing
Strip Rate.

          "Excess Servicing Strip Rate": With respect to each Mortgage Loan and
REO Loan, the excess of (x) the Master Servicing Fee Rate for such Mortgage Loan
or REO Loan over (y) the sum of (i) 0.01% (one basis point) per annum, (ii) the
primary servicing fee rate, if any, for such Mortgage Loan or REO Loan and (iii)
with respect to any Broker Strip Loan, the Broker Strip Rate for such Broker
Strip Loan; provided that the Excess Servicing Strip Rate with respect to each
Mortgage Loan and REO Loan shall be subject to reduction by the Trustee pursuant
to Section 3.11(a).

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

          "Excluded Class": Any Class of Sequential Pay Certificates other than
the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-5, Class A-SB, Class
A-6, Class A-1A, Class AM, Class AJ, Class B, Class C, Class D, Class E, Class
F, Class G and Class H Certificates.

          "Exemption": Either of Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29 (as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41)
or PTE 2000-55 (as amended by PTE 2000-58 and PTE 2002-41), as each may be
amended from time to time, or any successor thereto, all as issued by the U.S.
Department of Labor.

          "Exemption-Favored Party": Any of (i) MLPF&S or Countrywide
Securities, (ii) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with MLPF&S
or Countrywide Securities, and (iii) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i) and (ii) is a manager
or co-manager with respect to a Class of Investment Grade Certificates.

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

          "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

          "Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, Corrected
Mortgage Loan or REO Property (other than a Mortgage Loan or REO Property, as
the case may be, that was purchased or replaced by any of the Mortgage Loan
Sellers pursuant to the applicable Mortgage Loan Purchase Agreement, or that was
purchased by the Plurality Subordinate Certificateholder (or the Controlling
Class Representative) or the Special Servicer or any assignee of the foregoing
pursuant to Section 3.18, or by the related B-Noteholder (in the case of an
A-Note Trust Mortgage Loan) or by the Glendale Galleria Pari Passu Noteholder or
a Glendale Galleria Subordinate Noteholder (in the case of the Glendale Galleria
Trust Mortgage Loan), in each case pursuant to the related Loan Combination
Intercreditor Agreement or by the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder (or the Controlling Class
Representative) pursuant to Section 9.01) that there has been a recovery of all


                                      -31-



Insurance Proceeds, Liquidation Proceeds, REO Revenues and other payments or
recoveries that the Special Servicer has determined, in accordance with the
Servicing Standard, will be ultimately recoverable.

          "Fiscal Agent": ABN AMRO Bank N.V., its successor in interest, or any
successor fiscal agent appointed as herein provided.

          "Floating Rate Account": The segregated accounts or sub-accounts
(which may be sub-accounts of the Distribution Account) created and maintained
by the Trustee pursuant to Section 3.04(f), in trust for: (i) in the case of the
Class A-2FL Certificates and the Class A-2FL REMIC II Regular Interest, the
holders of Class A-2FL Certificates and the Class A-2FL Swap Counterparty, as
their interests may appear, which shall be entitled "LaSalle Bank National
Association, as Trustee, on behalf of and in trust for the registered holders of
Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, Class A-2FL, and Merrill Lynch Capital Services,
Inc., as their interests may appear, Floating Rate Account"; and (ii) in the
case of the Class A-4FL Certificates and the Class A-4FL REMIC II Regular
Interest, the holders of the Class A-4FL Certificates and the Class A-4FL Swap
Counterparty, as their interests may appear, which shall be entitled "LaSalle
Bank National Association, as Trustee, on behalf of and in trust for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, Class A-4FL, and Merrill
Lynch Capital Services, Inc., as their interests may appear, Floating Rate
Account".

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

          "Form 8-K": Form 8-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the Securities and Exchange Commission.

          "Form 8-K Current Report": A current report on Form 8-K.

          "Form 10-K": Form 10-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the Securities and Exchange Commission.

          "Form 10-K Annual Report": An annual report on Form 10-K.

          "Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan or
Trust REO Loan, the excess, if any, of (i) any and all Liquidation Proceeds
collected with respect to such Mortgage Loan or the related REO Property, as the
case may be, net of any related liquidation expenses, P&I Advances, Servicing
Advances, Principal Recovery Fees, interest on Advances, Master Servicing Fees,
Special Servicing Fees and Additional Trust Fund Expenses, and if applicable,
further net of any portion of such Liquidation Proceeds payable to the related
Non-Trust Noteholder(s) (if any), over (ii) the Purchase Price for such Trust
Mortgage Loan or Trust REO Loan, as the case may be, on the date on which such
Liquidation Proceeds were received.

          "Gain-on-Sale Reserve Account": A segregated custodial account (which
may be a sub-account of the Distribution Account) created and maintained by the
Trustee pursuant to Section 3.04(e) in trust for the Certificateholders, which
shall be entitled "LaSalle Bank National Association, as Trustee, in trust for
the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, Gain-on-Sale Reserve
Account".


                                      -32-



          "Glendale Galleria Controlling Party": The "Directing Co-Lender"
within the meaning of the Glendale Galleria Intercreditor Agreement, which prior
to the occurrence of a Glendale Galleria Control Appraisal Event with respect to
each Glendale Galleria Subordinate Non-Trust Loan, shall be, as of any date of
determination, the holder of the most junior Glendale Galleria Subordinate
Non-Trust Loan as to which a Glendale Galleria Control Appraisal Event has not
occurred and is continuing, and, following the occurrence of a Glendale Galleria
Control Appraisal Event with respect to each Glendale Galleria Subordinate
Non-Trust Loan, shall be the Controlling Class Representative.

          "Glendale Galleria Control Appraisal Event": The existence of a "Note
C Appraisal Reduction Period" and/or a "Note B Appraisal Reduction Period"
within the meaning of the Glendale Galleria Intercreditor Agreement.

          "Glendale Galleria Intercreditor Agreement": Collectively, the Note A
Intercreditor Agreement, dated November 16, 2005, between the Trust, as holder
of the Glendale Galleria Trust Mortgage Loan and the Glendale Galleria Pari
Passu Noteholder, and the Amended and Restated Co-Lender Agreement, dated
November 16, 2005, between the Trust as holder of the Glendale Galleria Trust
Mortgage Loan and the holders of the Glendale Galleria Non-Trust Loans.

          "Glendale Galleria Loan Combination": Collectively, the Glendale
Galleria Trust Mortgage Loan, the Glendale Galleria Pari Passu Non-Trust Loan
and the Glendale Galleria Subordinate Non-Trust Loans. The term "Glendale
Galleria Loan Combination" shall include any successor REO Loans with respect to
the Glendale Galleria Trust Mortgage Loan, the Glendale Galleria Pari Passu
Non-Trust Loan and the Glendale Galleria Subordinate Non-Trust Loans.

          "Glendale Galleria Mortgaged Property": The Mortgaged Property
identified on the Mortgage Loan Schedule as Glendale Galleria.

          "Glendale Galleria Non-Trust Loan": Any Glendale Galleria Subordinate
Non-Trust Loan or the Glendale Galleria Pari Passu Non-Trust Loan, as the case
may be.

          "Glendale Galleria B-Note Loan": The Glendale Galleria Subordinate
Non-Trust Loan designated as "Note B" under the Glendale Galleria Intercreditor
Agreement.

          "Glendale Galleria C-Note Loan": The Glendale Galleria Subordinate
Non-Trust Loan designated as "Note C" under the Glendale Galleria Intercreditor
Agreement.

          "Glendale Galleria Pari Passu Non-Trust Loan": The Mortgage Loan in
the original principal amount of $126,000,000, that is secured by the same
Mortgage encumbering the Glendale Galleria Mortgaged Property as the Glendale
Galleria Trust Mortgage Loan and that is pari passu in right of payment and
other respects to the Glendale Galleria Trust Mortgage Loan.

          "Glendale Galleria Pari Passu Non-Trust Loan Related MBS": Any
securities evidencing an interest in, or secured by, the Glendale Galleria Pari
Passu Non-Trust Loan or any successor REO Loan with respect thereto.

          "Glendale Galleria Pari Passu Non-Trust Loan Securitization
Agreement": Any agreement governing the securitization of the Glendale Galleria
Pari Passu Non-Trust Loan or any successor REO Loan with respect thereto.


                                      -33-



          "Glendale Galleria Pari Passu Noteholder": The holder of the Glendale
Galleria Pari Passu Non-Trust Loan.

          "Glendale Galleria Related MBS Adverse Rating Event" With respect to
each Rating Agency that assigned a rating to any class of Glendale Galleria Pari
Passu Non-Trust Loan Related MBS, as of any date of determination, the
qualification, downgrade or withdrawal of the rating then assigned to any such
class of rated certificates by such Rating Agency (or the placing of any such
class of rated certificates on "negative credit watch" status or "ratings
outlook negative" status in contemplation of any such action with respect
thereto).

          "Glendale Galleria REO Property": With respect to the Glendale
Galleria Loan Combination, the related Loan Combination REO Property.

          "Glendale Galleria Specially Designated Servicing Actions": Proposed
actions of the Special Servicer in respect of which the consent of the Glendale
Galleria Controlling Party and, in some cases, the holder of the Glendale
Galleria B-Note Loan is required, as set forth in Section 4 of the Glendale
Galleria Intercreditor Agreement.

          "Glendale Galleria Subordinate Non-Trust Loan": Each of the Mortgage
Loans, other than the Glendale Galleria Trust Mortgage Loan and the Glendale
Galleria Pari Passu Non-Trust Loan, that are secured by the same Mortgage
encumbering the Glendale Galleria Mortgaged Property as the Glendale Galleria
Trust Mortgage Loan and the Glendale Galleria Pari Passu Non-Trust Loan, and
that are subordinate in right of payment and in other respects to the Glendale
Galleria Trust Mortgage Loan and the Glendale Galleria Pari Passu Non-Trust
Loan. The Glendale Galleria Subordinate Non-Trust Loans shall not be part of the
Mortgage Pool and will not be considered Trust Mortgage Loans. The Glendale
Galleria Pari Passu Non-Trust Loan shall not be part of the Mortgage Pool and
will not be considered a Trust Mortgage Loan.

          "Glendale Galleria Subordinate Noteholder": Any holder of any Glendale
Galleria Subordinate Non-Trust Loan.

          "Glendale Galleria Trust Mortgage Loan": The Mortgage Loan secured by
the Glendale Galleria Mortgaged Property and included in the Trust Fund.

          "Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global Certificate or
the related Regulation S Global Certificate.

          "Grantor Trust A-2FL": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which consist of (i) the
Class A-2FL REMIC II Regular Interest and distributions thereon, (ii) the Class
A-2FL Swap Agreement and, except for the Class A-2FL Depositor's Retained
Amount, payments by the Class A-2FL Swap Counterparty thereunder and (iii) the
applicable sub-account of the Floating Rate Account, intended to be treated as a
"grantor trust" within the meaning of the Grantor Trust Provisions.

          "Grantor Trust A-2FL Assets": The segregated pool of assets comprising
Grantor Trust A-2FL.


                                      -34-



          "Grantor Trust A-4FL": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which consist of (i) the
Class A-4FL REMIC II Regular Interest and distributions thereon, (ii) the Class
A-4FL Swap Agreement and payments by the Class A-4FL Swap Counterparty
thereunder and (iii) the applicable sub-account of the Floating Rate Account,
intended to be treated as a "grantor trust" within the meaning of the Grantor
Trust Provisions.

          "Grantor Trust A-4FL Assets": The segregated pool of assets comprising
Grantor Trust A-4FL.

          "Grantor Trust B": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which consist of the Broker Strip
with respect to the Broker Strip Loans and amounts held from time to time in the
Collection Account that represent the Broker Strip.

          "Grantor Trust B Assets": The segregated pool of assets comprising
Grantor Trust B.

          "Grantor Trust E": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which consist of the Excess
Servicing Strip with respect to the Mortgage Loans and any successor REO Loans
and amounts held from time to time in the Collection Account that represent the
Excess Servicing Strip.

          "Grantor Trust E Assets": The segregated pool of assets comprising
Grantor Trust E.

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

          "Grantor Trust Z": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which consist of any Additional
Interest with respect to the Trust ARD Loans and any successor Trust REO Loans
after their respective Anticipated Repayment Dates and amounts held from time to
time in the Collection Account and/or the Additional Interest Account that
represent Additional Interest.

          "Grantor Trust Z Assets": The segregated pool of assets comprising
Grantor Trust Z.

          "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.

          "Group 1 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.

          "Group 2 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.

          "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.


                                      -35-



          "Holder": A Certificateholder.

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

          "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
(and, with respect to any Loan Combination, any of the related Non-Trust
Noteholder(s) 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 (or, with respect to any Loan Combination, any of the related
Non-Trust Noteholder(s) 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 (or, with respect to any Loan Combination, any of
the related Non-Trust Noteholder(s) 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, any Mortgage Loan Seller, the Master Servicer, the
Controlling Class Representative, the Special Servicer, the Trustee, the Fiscal
Agent or any Affiliate thereof (or, with respect to any Loan Combination, any of
the related Non-Trust Noteholder(s) or any Affiliate thereof) merely because
such Person is the beneficial owner of 1% or less of any class of securities
issued by the Depositor, any Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Controlling Class Representative, the Trustee, the Fiscal
Agent or any Affiliate thereof (or, with respect to any Loan Combination, any of
the related Non-Trust Noteholder(s) 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": (a) 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% 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, if a Loan Combination is involved, to the related
Non-Trust Noteholder(s)), provided that (i) such REMIC does not receive or
derive any income from such Person and (ii) the relationship between such Person
and such REMIC is at arm's length, all within the meaning of Treasury
regulations Section 1.856-4(b)(5), or (b) any other Person upon receipt by the
Trustee (and, if a Loan Combination is involved, by the related Non-Trust
Noteholder(s)) 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 for purposes of Section 860D(a) of the


                                      -36-



Code, or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property, due to such Person's failure to be treated
as an Independent Contractor.

          "Initial Purchaser": Each of MLPF&S and Countrywide Securities.

          "Institutional Accredited Investor" or "IAI": An "accredited investor"
as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.

          "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 3.07(d).

          "Interest Accrual Period": With respect to any Distribution Date,
except with respect to the Class A-2FL Certificates and the Class A-4FL
Certificates prior to a Class A-2FL Distribution Conversion or a Class A-4FL
Distribution Conversion, as the case may be, the calendar month immediately
preceding the calendar month in which such Distribution Date occurs. For
purposes of determining Class A-2FL Interest Distribution Amounts and Class
A-2FL Floating Swap Payments or Class A-4FL Interest Distribution Amounts and
Class A-4FL Floating Swap Payments, for any Distribution Date and any Class
A-2FL Swap Payment Date or Class A-4FL Swap Payment Date, as the case may be,
related thereto based upon the confirmation under the related Swap Agreement,
the Interest Accrual Period will begin on and include the 12th day of the month
preceding the month in which the subject Distribution Date occurs (or, in the
case of the first Distribution Date, will begin on and include the Closing Date)
and will end on and include the 11th day of the month in which the subject
Distribution Date occurs; provided that, if a Class A-2FL Distribution
Conversion or a Class A-4FL Distribution Conversion is in effect with respect to
the subject Distribution Date, then the Interest Accrual Period applicable to
the Class A-2FL Interest Distribution Amount or the Class A-4FL Interest
Distribution Amount, as the case may be, for such Distribution Date will be the
same as the Interest Accrual Period with respect to the Class A-2FL REMIC II
Regular Interest or the Class A-4FL REMIC II Regular Interest, as the case may
be, for such Distribution Date.

          "Interest Reserve Account": The segregated account (which may be a
sub-account of the Distribution Account) created and maintained by the Trustee
pursuant to Section 3.04(c) in trust for Certificateholders, which shall be
entitled "LaSalle Bank National Association, as Trustee, on behalf of and in
trust for the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1".

          "Interest Reserve Amount": With respect to each Interest Reserve Loan
and each Distribution Date that occurs in February of each year subsequent to
2005 and in January of each year subsequent to 2005 that is not a leap year, an
amount equal to one day's interest at the related Net


                                      -37-



Mortgage Rate 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, in the case of a Periodic Payment, or as of the related
Distribution Date, in the case of a P&I Advance.

          "Interest Reserve Loan": Each Trust Mortgage Loan that is an
Actual/360 Mortgage Loan and each Trust REO Loan that relates to 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 related Non-Trust Noteholder, any Holder of a Certificate
or any Affiliate of any such Person.

          "Internet Website": Either the Internet website maintained by the
Trustee (located at "www.etrustee.net" or such other address as provided to the
parties hereto from time to time) or the Internet website maintained by the
Master Servicer, as the case may be.

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

          "Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

          "Investment Period": With respect to any Distribution Date and (i)
each of the Collection Account, any Servicing Account, any Reserve Account, any
REO Account and any Loan Combination Custodial Account, the related Collection
Period and (ii) each of the Distribution Account, the Interest Reserve Account,
the Additional Interest Account and the Gain-on-Sale Reserve Account, the
related Trustee Investment Period.

          "IXIS": IXIS Real Estate Capital Inc., a New York corporation, or its
successor in interest.

          "IXIS Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of December 1, 2005, between the Depositor and IXIS
and relating to the transfer of the IXIS Trust Mortgage Loans to the Depositor.

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

          "KeyBank": KeyBank National Association, a national association, or
its successor in interest.

          "KeyBank Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of December 1, 2005, between the Depositor and
KeyBank and relating to the transfer of the KeyBank Mortgage Loans to the
Depositor.

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


                                      -38-



          "KRECM": KeyCorp Real Estate Capital Markets, Inc. or its successor in
interest.

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

          "LIBOR": The rate specified in Section 1.03(a) or the rate calculated
by the Trustee in accordance with Section 1.03(b), as applicable under the
circumstances.

          "LIBOR Business Day": Any day on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in London, England and/or New York, New York.

          "LIBOR Determination Date": For purposes of calculating LIBOR in any
particular calendar month, the second LIBOR Business Day prior to the
commencement of the Interest Accrual Period in such calendar month; provided
that, to the extent that the calculation of LIBOR in accordance with Section
1.03(b) requires a determination made as of New York City time, the subject
LIBOR Determination Date must be a day on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in London, England and New York, New York.

          "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 or replaced by a Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased by the Plurality Subordinate Certificateholder (or the Controlling
Class Representative), the Special Servicer or any assignee thereof pursuant to
Section 3.18 or by the Master Servicer, the Special Servicer or the Plurality
Subordinate Certificateholder (or the Controlling Class Representative) pursuant
to Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan or the
Glendale Galleria Trust Mortgage Loan, such Mortgage Loan is purchased by the
related B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by the
Glendale Galleria Pari Passu Noteholder or a Glendale Galleria Subordinate
Noteholder (in the case of the Glendale Galleria Trust Mortgage Loan) pursuant
to the related Loan Combination Intercreditor Agreement; (vi) such Mortgage Loan
is purchased by a mezzanine lender pursuant to the related mezzanine
intercreditor agreement; or (vii) such Mortgage Loan is removed from the Trust
by the Sole Certificate Owner in connection with an exchange of all of the
outstanding Certificates owned by the Sole Certificate Owner for all of the
Trust Mortgage Loans and each REO Property remaining in the Trust Fund 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


                                      -39-



respect to such REO Property; (ii) such REO Property is purchased or replaced by
a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase
Agreement; (iii) such REO Property is purchased by the Master Servicer, the
Special Servicer or the Plurality Subordinate Certificateholder (or the
Controlling Class Representative) pursuant to Section 9.01; or (iv) such REO
Property is removed from the Trust Fund by the Sole Certificate Owner in
connection with an exchange of all of the outstanding Certificates owned by the
Sole Certificate Owner for all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund 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 Trust Defaulted Mortgage Loan by the
Plurality Subordinate Certificateholder (or the Controlling Class
Representative), the Special Servicer or any assignee thereof pursuant to
Section 3.18; (v) the repurchase or substitution of a Trust Mortgage Loan or REO
Property by a Mortgage Loan Seller, pursuant to the applicable Mortgage Loan
Purchase Agreement; (vi) the purchase of a Trust Mortgage Loan or REO Property
by the Master Servicer, the Special Servicer, or the Plurality Subordinate
Certificateholder (or the Controlling Class Representative) pursuant to Section
9.01; (vii) the purchase of an A-Note Trust Mortgage Loan by the related
B-Noteholder or the purchase of the Glendale Galleria Trust Mortgage Loan by the
Glendale Galleria Pari Passu Noteholder or a Glendale Galleria Subordinate
Noteholder, in each case pursuant to the related Loan Combination Intercreditor
Agreement; (viii) the purchase of a Mortgage Loan by a mezzanine lender pursuant
to the related mezzanine intercreditor agreement; or (ix) the removal of a
Mortgage Loan or REO Property from the Trust Fund by the Sole Certificate Owner
in connection with an exchange of all of the outstanding Certificates owned by
the Sole Certificate Owner for all of the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund pursuant to Section 9.01.

          "Loan Combination": An A/B Loan Combination or the Glendale Galleria
Loan Combination, as the case may be. The term "Loan Combination" shall include
any successor REO Loans with respect to the applicable Mortgage Loans comprising
such Loan Combination.

          "Loan Combination Custodial Account": With respect to any Loan
Combination, the separate account (which may be a sub-account of the Collection
Account) created and maintained by the Master Servicer pursuant to Section
3.04(h) and held on behalf of the Certificateholders and the related Non-Trust
Noteholder, which shall be entitled substantially as follows: "KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer for LaSalle Bank National
Association, as Trustee, on behalf of and in trust for the registered holders of
Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, and [name of the related Non-Trust
Noteholder(s)], as their interests may appear". Any such account shall be an
Eligible Account.

          "Loan Combination Intercreditor Agreement": With respect to each Loan
Combination, each intercreditor agreement (including the Glendale Galleria
Intercreditor Agreement) in effect


                                      -40-



between (i) the Trust Fund as holder of the related Trust Mortgage Loan and (ii)
the Non-Trust Noteholder(s).

          "Loan Combination Mortgaged Property": The Mortgaged Property securing
a Loan Combination.

          "Loan Combination REO Account": With respect to each Loan Combination,
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, and the related Non-Trust Noteholder, which shall be
entitled "J.E. Robert Company, Inc., as Special Servicer for LaSalle Bank
National Association, as Trustee in trust for registered holders of Merrill
Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates,
Series 2005-CKI1, and [name of the related Non-Trust Noteholder(s)], as their
interests may appear".

          "Loan Combination REO Property": With respect to each Loan
Combination, the related Mortgaged Property if such Mortgaged Property is
acquired on behalf and in the name of the Trust Fund, for the benefit of the
Certificateholders, and the related Non-Trust Noteholder(s), as their interests
may appear, 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 such Loan Combination.

          "Loan Group": Either Loan Group 1 or Loan Group 2.

          "Loan Group 1": Collectively, all of the Trust Mortgage Loans that are
Group 1 Mortgage Loans and any successor Trust REO Loans with respect thereto.

          "Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.

          "Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans belonging to Loan
Group 1, taking into account adjustments in accordance with Section 1.02.

          "Loan Group 2": Collectively, all of the Trust Mortgage Loans that are
Group 2 Mortgage Loans and any successor Trust REO Loans with respect thereto.

          "Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.

          "Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans belonging to Loan
Group 2, taking into account adjustments in accordance with Section 1.02.

          "Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as of
any date of determination, a fraction, expressed as a percentage, the numerator
of which is (i) the then current principal amount of such Mortgage Loan, or (ii)
in the case of the Glendale Galleria Trust Mortgage Loan, the then aggregate
current principal amount of the Glendale Galleria Trust Mortgage Loan and the


                                      -41-



Glendale Galleria Pari Passu Non-Trust Loan, in each case as adjusted in
accordance with the considerations specified in Section 3.08(a)(i), and the
denominator of which is the Appraised Value of the related Mortgaged Property.

          "Master Servicer": KeyCorp Real Estate Capital Markets, Inc., its
successor in interest, or any successor master servicer appointed as herein
provided.

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

          "Master Servicing Fee Rate": With respect to each Trust Mortgage Loan,
the per annum rate equal to the sum of the rates set forth under the columns
"Master Servicing Fee Rate", "Primary Servicing Fee Rate" and "Broker Strip
Rate" on the Mortgage Loan Schedule, and with respect to each Non-Trust Loan,
or any successor REO Loan with respect thereto, the per annum rate at which any
related Master Servicing Fee is permitted to be calculated under the related
Loan Combination Intercreditor Agreement.

          "Merrill Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of December 1, 2005, between the Depositor and
MLMLI and relating to the transfer of the Merrill Trust Mortgage Loans to the
Depositor.

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

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

          "MLPF&S": Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
Delaware corporation, or its successor in interest.

          "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 organization or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Master
Servicer, the Special Servicer and the Fiscal Agent, and specific ratings of
Moody's herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.

          "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 File":

          With respect to any Trust Mortgage Loan and, in the case of any Trust
Mortgage Loan that is part of a Loan Combination, also with respect to the
related Non-Trust Loan(s), collectively the following documents (which, in the
case of a Loan Combination, except for the Mortgage Notes referred to in clause
(i) of this definition and any modifications thereof referred to in clause (vi)
of this definition, relate to the entire Loan Combination):


                                      -42-



     (i) (A) the original executed Mortgage Note for such Trust Mortgage Loan,
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 LaSalle Bank National Association, as
trustee for the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank,
and (B) in the case of a Loan Combination, a copy of the executed Mortgage Note
for each related Non-Trust Loan;

     (ii) an original or a copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless not
yet returned by the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recording office;

     (iii) an original or a copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless not
yet returned by the applicable recording office) 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, and
any missing recording information) or a certified copy of that assignment as
sent for recording, 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 such Trust Mortgage Loan otherwise included in the
Mortgage File, in favor of LaSalle Bank National Association, as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1 (or, in the case of a Loan
Combination, in favor of LaSalle Bank National Association, as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, and in its capacity as
lead lender on behalf of the holder of the related Non-Trust Loan(s)), or in
blank;

     (v) an original assignment of all unrecorded documents relating to the
subject Trust Mortgage Loan (to the extent not already assigned pursuant to
clause (iv) above), in favor of LaSalle Bank National Association, as trustee
for the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1 (or, in the case of a Loan
Combination, in favor of LaSalle Bank National Association, as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, and in its capacity as
lead lender on behalf of the holder of the related Non-Trust Loan(s)), 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 subject
Trust Mortgage Loan has been assumed;


                                      -43-



     (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 a
copy of an irrevocable, binding commitment (which may be a pro forma policy or 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 or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of such Trust 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 in favor
of the Mortgage Loan Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form suitable for
filing in favor of LaSalle Bank National Association, as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, as assignee (or, in the
case of a Loan Combination, in favor of LaSalle Bank National Association, as
trustee for the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1, and in its
capacity as lead lender on behalf of the holder of the related Non-Trust
Loan(s)), or in blank;

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

     (x) any intercreditor agreement relating to permitted debt of the Mortgagor
(including, in the case of a Trust Mortgage Loan that is part of a Loan
Combination, any related Loan Combination Intercreditor Agreement) and any
intercreditor agreement relating to mezzanine debt related to the Mortgagor;

     (xi) an original or a copy of any loan agreement, any escrow or reserve
agreement, any security agreement, any management agreement, any agreed upon
procedures letter, any lockbox or cash management agreements, any environmental
reports or any letter of credit (which letter of credit shall not be delivered
in original form to the Trustee but rather to the Master Servicer), in each case
relating to such Trust Mortgage Loan; and

     (xii) with respect to a Trust Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor comfort
letter;

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 clause
(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": Any Trust Mortgage Loan or any Non-Trust Loan. As
used herein, the term "Mortgage Loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage File or
otherwise held on behalf of the Trust and/or any Non-Trust Noteholder, as
applicable.


                                      -44-



          "Mortgage Loan Purchase Agreement": Any of the Countrywide Mortgage
Loan Purchase Agreement, the IXIS Mortgage Loan Purchase Agreement, the Merrill
Mortgage Loan Purchase Agreement and the KeyBank Mortgage Loan Purchase
Agreement.

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

          (i)  the loan identification number (as specified in Annex A-1 to the
               Prospectus);

          (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 Net Mortgage Rate as of the Cut-off Date and the original
               Mortgage Rate;

          (vi) the (A) original term to stated maturity, (B) remaining term to
               stated maturity and (C) Stated Maturity Date;

          (vii) the original and remaining amortization term;

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

          (ix) the Master Servicing Fee Rate;

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

          (xi) the related Mortgage Loan Seller and, if different, the related
               originator;

          (xii) whether such Trust Mortgage Loan is insured by an environmental
               policy;

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

          (xiv) whether such Trust Mortgage Loan is a Defeasance Loan;

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

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

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


                                      -45-



          (xviii) the number of days of any grace period permitted in respect of
               any Periodic Payment due under such Trust Mortgage Loan;

          (xix) the property type of the related Mortgaged Property as reported
               in the rent roll;

          (xx) the original principal balance of such Trust Mortgage Loan;

          (xxi) the interest accrual basis of such Trust Mortgage Loan;

          (xxii) the primary servicing fee rate, if any, for such Trust Mortgage
               Loan; and

          (xxiii) the applicable Loan Group to which the Trust Mortgage Loan
               belongs.

          "Mortgage Loan Seller": MLMLI, Countrywide, IXIS or KeyBank.

          "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 Trust Mortgage Loans and any
Trust REO Loans. The Non-Trust Loans shall not constitute part of the Mortgage
Pool.

          "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.

          "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 not signed the related Mortgage Note but
owns an interest in the related Mortgaged Property, which interest has been
encumbered to secure such Mortgage Loan, and any Person that has acquired the
related Mortgaged Property and assumed the obligations of the original obligor
under the Mortgage Note, but excluding guarantors that do not own the related
Mortgaged Property.

          "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 Trust Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls on the Trust Mortgage Loans.

          "Net Investment Earnings": With respect to each of the Collection
Account, the Interest Reserve Account, any Servicing Account, any Reserve
Account, any REO Account, the Distribution


                                      -46-



Account, any Loan Combination Custodial Account, the Additional Interest
Account, the Floating Rate Account and the Gain-on-Sale Reserve Account, for any
Investment Period, the amount, if any, by which the aggregate of all interest
and other income realized during such Investment Period on funds held in such
account, exceeds the aggregate of all losses, if any, incurred during such
Investment Period in connection with the investment of such funds in accordance
with Section 3.06 (other than losses of what would have otherwise constituted
interest or other income earned on such funds).

          "Net Investment Loss": With respect to each of the Collection Account,
any Servicing Account, any Reserve Account, any REO Account, the Distribution
Account, any Loan Combination Custodial Account, the Interest Reserve Account,
the Additional Interest Account, the Floating Rate Account and the Gain-on-Sale
Reserve Account, for any Investment Period, the amount by which the aggregate of
all losses, if any, incurred during such Investment Period in connection with
the investment of funds held in such account in accordance with Section 3.06
(other than losses of what would have otherwise constituted interest or other
income earned on such funds), exceeds the aggregate of all interest and other
income realized during such Investment Period on such funds.

          "Net Mortgage Pass-Through Rate":

          (A) With respect to any Trust Mortgage Loan (or any successor Trust
     REO Loan with respect thereto) that accrues (or is deemed to accrue)
     interest on a 30/360 Basis, for any Distribution Date, an annual rate equal
     to the Net Mortgage Rate for such Trust Mortgage Loan as of the Closing
     Date (without regard to any modification, waiver or amendment of the terms
     of such Trust Mortgage Loan subsequent to the Closing Date); and

          (B) With respect to any Trust Mortgage Loan (or any successor Trust
     REO Loan with respect thereto) that accrues interest on an Actual/360
     Basis, for any Distribution Date, an annual rate equal to twelve times a
     fraction, expressed as a percentage:

               (1)  the numerator of which fraction is, subject to adjustment as
                    described below in this definition, an amount of interest
                    equal to the product of (a) the number of days in the
                    calendar month preceding the month in which such
                    Distribution Date occurs, multiplied by (b) the Stated
                    Principal Balance of such Trust Mortgage Loan (or such Trust
                    REO Loan) immediately preceding such Distribution Date,
                    multiplied by (c) 1/360, multiplied by (d) the Net Mortgage
                    Rate for such Trust Mortgage Loan as of the Closing Date
                    (without regard to any modification, waiver or amendment of
                    the terms of such Trust Mortgage Loan subsequent to the
                    Closing Date); and

               (2)  the denominator of which fraction is the Stated Principal
                    Balance of such Trust Mortgage Loan (or such Trust REO Loan)
                    immediately preceding that Distribution Date.

          Notwithstanding the foregoing, if the subject Distribution Date occurs
during January, except during a leap year, or February of any year subsequent to
2005, then the amount of interest referred to in the fractional numerator
described in clause (B)(1) above will be decreased to reflect any Interest
Reserve Amounts with respect to the subject Trust Mortgage Loan (or Trust REO
Loan)


                                      -47-



transferred from the Distribution Account to the Interest Reserve Account in
such calendar month. Furthermore, if the subject Distribution Date occurs during
March of any year subsequent to 2005, then the amount of interest referred to in
the fractional numerator described in clause (B)(1) above will be increased to
reflect any Interest Reserve Amounts with respect to the subject Trust Mortgage
Loan (or Trust REO Loan) transferred from the Interest Reserve Account to the
Distribution Account for distribution on such Distribution Date.

          "Net Mortgage Rate": With respect to any Trust Mortgage Loan or any
Trust 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; and, with respect to any Non-Trust Loan or any
successor REO Loan with respect thereto, the related Mortgage Rate minus the
applicable Master Servicing Fee Rate.

          "Net Operating Income" or "NOI": With respect to any Mortgaged
Property, for any twelve-month period, the total operating revenues derived from
such Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period, other than
(i) non-cash items such as depreciation, (ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the related Mortgage Loan.

          "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer, including any lease renewed, modified or extended on
behalf of the Trustee for the benefit of the Certificateholders and, in the case
of a Loan Combination, the related Non-Trust Noteholder(s).

          "Nonrecoverable Advance": Any Nonrecoverable P&I Advance (including
any Workout-Delayed Reimbursement Amount that subsequently becomes a
Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance (including any
Workout-Delayed Reimbursement Amount that subsequently becomes a Nonrecoverable
Servicing Advance).

          "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made, including any previously made P&I Advance that constitutes
a Workout-Delayed Reimbursement Amount, in respect of any Trust Mortgage Loan or
Trust 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 Special Servicer,
the Trustee or the Fiscal Agent, as applicable, in accordance with the Servicing
Standard (in the case of the Master Servicer or the Special Servicer) or its
good faith judgment (in the case of the Trustee or the Fiscal Agent) with
respect to such P&I Advance (together with any accrued and unpaid interest
thereon), will not be ultimately recoverable from Late Collections, REO
Revenues, Insurance Proceeds or Liquidation Proceeds, or any other recovery on
or with respect to such Trust Mortgage Loan or Trust REO Loan (or, in the case
of a Trust Mortgage Loan that is a part of a Loan Combination, on or with
respect to the related Loan Combination); provided, however, the Special
Servicer may, at its option, make a determination (which shall be binding upon
the Master Servicer, the Trustee and the Fiscal Agent) in accordance with the
Servicing Standard, that any P&I Advance previously made or proposed to be made,
or any Workout-Delayed Reimbursement Amount previously made, by the Master
Servicer, the Trustee or the Fiscal Agent is a Nonrecoverable P&I Advance and
shall deliver notice of such determination to the Master Servicer, the Trustee
and the Fiscal Agent. In making a recoverability determination, the applicable
Person will be entitled to consider (among other things) the obligations of the
Mortgagor under the terms of the related Mortgage Loan as it may have been
modified, to consider (among other things) the related Mortgaged Properties in
their "as is" or then current conditions and


                                      -48-



occupancies, as modified by such Person's assumptions (consistent with the
Servicing Standard) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses, to estimate and consider (consistent with
the Servicing Standard) (among other things) the timing of recoveries, and to
consider the existence and amount of any outstanding Nonrecoverable Advances the
reimbursement of which is being deferred pursuant to Section 4.03(f), any
outstanding Workout Delayed Reimbursement Amounts and any Unliquidated Advances.
In addition, any such Person may update or change its recoverability
determinations at any time and, consistent with the Servicing Standard, may
obtain from the Special Servicer any reasonably required analysis, Appraisals or
market value estimates or other information in the Special Servicer's possession
for such purposes. Absent bad faith, the Master Servicer's, the Special
Servicer's, the Trustee's or the Fiscal Agent's determination as to the
recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders. The Trustee and the Fiscal Agent shall be entitled to
conclusively rely on any recoverability determination made by the Master
Servicer and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on any recoverability determination made by the
Special Servicer and shall be required to act in accordance with such
determination.

          "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made, including any previously made Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount, 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, as
applicable, in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer) or its good faith judgment (in the case of the
Trustee or the Fiscal Agent) with respect to such Servicing Advance (together
with any accrued and unpaid interest thereon), will not be ultimately
recoverable from Late Collections, REO Revenues, Insurance Proceeds, Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan or the
related REO Property; provided, however, the Special Servicer may, at its
option, make a determination (which shall be binding upon the Master Servicer,
the Trustee and the Fiscal Agent) in accordance with the Servicing Standard,
that any Servicing Advance previously made or proposed to be made, or any
Workout-Delayed Reimbursement Amount previously made, by the Master Servicer,
the Trustee or the Fiscal Agent is a Nonrecoverable Servicing Advance and shall
deliver notice of such determination to the Master Servicer, the Trustee and the
Fiscal Agent. In making such recoverability determination, such Person will be
entitled to consider (among other things) only the obligations of the Mortgagor
under the terms of the related Mortgage Loan as it may have been modified, to
consider (among other things) the related Mortgaged Properties in their "as is"
or then current conditions and occupancies, as modified by such party's
assumptions (consistent with the Servicing Standard) regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties,
to estimate and consider (among other things) future expenses and to estimate
and consider (consistent with the Servicing Standard) (among other things) the
timing of recoveries, and to consider the existence and amount of any
outstanding Nonrecoverable Advances the reimbursement of which is being deferred
pursuant to Section 4.03(f), any outstanding Workout Delayed Reimbursement
Amounts and any Unliquidated Advances. In addition, any such Person may update
or change its recoverability determinations at any time and, consistent with the
Servicing Standard, may obtain from the Special Servicer any reasonably required
analysis, Appraisals or market value estimates or other information in the
Special Servicer's possession for such purposes. Absent bad faith, the Master
Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's
determination as to the recoverability of any Servicing Advance shall be
conclusive and binding on the Certificateholders. The


                                      -49-



Trustee and the Fiscal Agent shall be entitled to conclusively rely on any
recoverability determination made by the Master Servicer and the Master
Servicer, the Trustee and the Fiscal Agent shall be entitled to conclusively
rely on any recoverability determination made by the Special Servicer and shall
be required to act in accordance with such determination.

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

          "Non-Trust Loan" Any B-Note Non-Trust Loan, a Glendale Galleria
Subordinate Non-Trust Loan or the Glendale Galleria Pari Passu Non-Trust Loan,
as the case may be.

          "Non-Trust Noteholder": The holder of a Non-Trust Loan.

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

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

          "Officer's 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.

          "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 any of
Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or
Grantor Trust B 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).

          "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interest or the
Class A-4FL REMIC II Regular Interest, the initial Class Principal Balance
thereof as of the Closing Date, in each case as specified in the Preliminary
Statement. The Class A-2FL Certificates and the Class A-2FL REMIC II Regular
Interest will have the same Original Class Principal Balance, the Class A-4FL
Certificates and the Class A-4FL REMIC II Regular Interest will have the same
original class Principal Balance.

          "Original Notional Amount": $3,073,749,461, the total original
notional amount of the Class X Certificates.

          "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.


                                      -50-



          "Pass-Through Rate": With respect to:

          (i)  the Class A-1 Certificates for any Distribution Date, 5.0770% per
               annum;

          (ii) the Class A-1D Certificates for any Distribution Date, 3.8070%
               per annum;

          (iii) the Class A-2 Certificates for any Distribution Date, a per
               annum rate equal to the Weighted Average Net Mortgage
               Pass-Through Rate for such Distribution Date minus 0.021%;

          (iv) the Class A-2FL REMIC II Regular Interest, for any Distribution
               Date, a per annum rate equal to the lesser of (a) 5.2100% and (b)
               the Weighted Average Net Mortgage Pass-Through Rate for such
               Distribution Date;

          (v)  the Class A-3 Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (vi) the Class A-4FL REMIC II Regular Interest, for any Distribution
               Date, a per annum rate equal to the lesser of (a) 5.2100% and (b)
               the Weighted Average Net Mortgage Pass-Through Rate for such
               Distribution Date;

          (vii) the Class A-5 Certificates for any Distribution Date, a per
               annum rate equal to the Weighted Average Net Mortgage
               Pass-Through Rate for such Distribution Date;

          (viii) the Class A-SB Certificates for any Distribution Date, a per
               annum rate equal to the Weighted Average Net Mortgage
               Pass-Through Rate for such Distribution Date;

          (ix) the Class A-6 Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (x)  the Class A-1A Certificates for any Distribution Date, a per
               annum rate equal to the Weighted Average Net Mortgage
               Pass-Through Rate for such Distribution Date;

          (xi) the Class AM Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xii) the Class AJ Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xiii) the Class B Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xiv) the Class C Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;


                                      -51-



          (xv) the Class D Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xvi) the Class E Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xvii) the Class F Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xviii) the Class G Certificates for any Distribution Date, a per
               annum rate equal to the Weighted Average Net Mortgage
               Pass-Through Rate for such Distribution Date;

          (xix) the Class H Certificates for any Distribution Date, a per annum
               rate equal to the Weighted Average Net Mortgage Pass-Through Rate
               for such Distribution Date;

          (xx) the Class J Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxi) the Class K Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxii) the Class L Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxiii) the Class M Certificates for any Distribution Date, a per
               annum rate equal to the lesser of (a) 4.9940% and (b) the
               Weighted Average Net Mortgage Pass-Through Rate for such
               Distribution Date;

          (xxiv) the Class N Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxiv) the Class P Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxv) the Class Q Certificates for any Distribution Date, a per annum
               rate equal to the lesser of (a) 4.9940% and (b) the Weighted
               Average Net Mortgage Pass-Through Rate for such Distribution
               Date;

          (xxvi) the Class X Certificates, for any Distribution Date, a rate
               equal to the weighted average of the Class X Strip Rates for the
               Class X Components for such Distribution Date (weighted on the
               basis of the respective Component Notional Amounts of the Class X
               Components outstanding immediately prior to such Distribution
               Date);


                                      -52-



          (xxvii) with respect to the Class A-2FL Certificates, (A) for any
               Distribution Date with respect to which a Class A-2FL
               Distribution Conversion does not exist, the per annum rate,
               expressed as a percentage, equal to the applicable value of LIBOR
               specified in or calculated in accordance with Section 1.03, plus
               0.1250% per annum, and (B) for any Distribution Date with respect
               to which a Class A-2FL Distribution Conversion does exist, the
               Pass-Through Rate for the Class A-2FL REMIC II Regular Interest
               for that Distribution Date; and

          (xxviii) with respect to the Class A-4FL Certificates, (A) for any
               Distribution Date with respect to which a Class A-4FL
               Distribution Conversion does not exist, the per annum rate,
               expressed as a percentage, equal to the applicable value of LIBOR
               specified in or calculated in accordance with Section 1.03, plus
               0.2500% per annum, and (B) for any Distribution Date with respect
               to which a Class A-4FL Distribution Conversion does exist, the
               Pass-Through Rate for the Class A-4FL REMIC II Regular Interest
               for that Distribution Date.

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

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

          "Penalty Interest": With respect to any Mortgage Loan (or any
successor REO Loan with respect thereto), 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 such Mortgage Loan (or such successor REO Loan) accrued
at the related Mortgage Rate.

          "Percentage Interest": With respect to any Regular Certificate or any
Class A-2FL Certificate or Class A-4FL 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 or Class Z Certificate, the percentage
interest in distributions to be made with respect to the relevant Class, as
stated on the face of such Certificate.

          "Performance Certification": As defined in Section 8.16(b).

          "Performing Party": As defined in Section 8.16(b).

          "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).


                                      -53-



          "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. 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. In addition, such obligations may not have
     a rating from S&P with an "r" highlighter;

          (ii) repurchase agreements or 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 an Adverse Rating Event, 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) federal funds, unsecured uncertified 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 an
     Adverse Rating Event, 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 should 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 (including both non-interest bearing discount
     obligations and interest-bearing obligations and having original maturities
     of not more than 365 days) of any corporation or other entity organized
     under the laws of the United States or any state thereof 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 an Adverse Rating Event, as evidenced in writing by
     the Rating Agencies; the commercial paper by its terms must 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; 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) money market funds which are rated in the highest applicable
     rating category of each of S&P and Moody's or such lower rating as will not
     result in an Adverse Rating Event, as


                                      -54-



     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; 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 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 120% 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; and
provided, further, that to the extent any investment described hereunder
includes funds that relate to the Glendale Galleria Pari Passu Non-Trust Loan,
such investment shall not cause a Glendale Galleria Related MBS Adverse Rating
Event.

          "Permitted Transferee": Any Transferee that is not (i) a Disqualified
Organization, (ii) any Person as to whom the transfer of any Residual
Certificate may cause either REMIC I or REMIC II to fail to qualify as a REMIC,
(iii) a Disqualified Non-United States Tax Person, (iv) a Disqualified
Partnership or (v) a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of a United States Tax 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.

          "Plurality Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling Class (or,
if the Controlling Class consists of Book-Entry Certificates, any single
Certificate Owner) (other than any Holder (or Certificate Owner, as the case may
be) which is an Affiliate of the Depositor or a Mortgage Loan Seller) with the
largest percentage of Voting Rights allocated to such Class. With respect to
determining the Plurality Subordinate Certificateholder, the Class A Senior
Certificates collectively shall be deemed to be a single Class of Certificates,
with such Voting Rights allocated among the Holders of Certificates (or
Certificate Owners) of such Classes of Class A Senior Certificates in proportion
to the respective Certificate Principal Balances of such Certificates as of such
date of determination.

          "Pool 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 "J.E.
Robert Company, Inc., as Special Servicer, for LaSalle Bank National
Association, as Trustee in trust for the registered holders of Merrill Lynch
Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series
2005-CKI1".


                                      -55-



          "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 purposes, (i) each Trust ARD Loan is repaid
on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will otherwise be
paid prior to maturity and (iii) there will be no extension of maturity for any
Trust Mortgage Loan.

          "Prepayment Interest Excess": 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
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, any
Additional Interest and Penalty Interest) accrued on the amount of such
Principal Prepayment during the period from and after such Due Date and to but
not including the date such Principal Prepayment was applied to such Mortgage
Loan, to the extent collected (without regard to 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 (net of any
portion of that interest that would have constituted Penalty Interest and/or
Additional Interest, if applicable).

          "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.

          "Primary Collateral": The Mortgaged Property directly securing a
Crossed Loan and excluding any property as to which the related lien may only be
foreclosed upon by exercise of cross-collateralization provisions.

          "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.


                                      -56-



          "Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following (without duplication):

          (a) the aggregate of the principal portions of all Periodic Payments
     (other than Balloon Payments) and any Assumed Periodic Payments due or
     deemed due in respect of the Trust Mortgage Loans for their respective Due
     Dates occurring during the related Collection Period, to the extent paid by
     the related Mortgagor during or prior to, or otherwise received during, the
     related Collection Period or advanced with respect to such Distribution
     Date;

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

          (c) with respect to any Trust 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 Periodic Payment
     (other than a Balloon Payment) due, or the principal portion of any Assumed
     Periodic Payment deemed due, in respect of such Trust Mortgage Loan on a
     Due Date during or prior to the related Collection Period and included as
     part of the Principal Distribution Amount for such Distribution Date or any
     prior Distribution Date pursuant to clause (a) above;

          (d) the aggregate of all Liquidation Proceeds, Insurance Proceeds and,
     to the extent not otherwise included in clause (a), (b) or (c) above,
     payments and revenues that were received on the Trust 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 the
     Trust Mortgage Loans, in each case net of any portion of such amounts that
     represents a recovery of the principal portion of any Periodic Payment
     (other than a Balloon Payment) due, or of the principal portion of any
     Assumed Periodic Payment deemed due, in respect of the related Trust
     Mortgage Loan on a Due Date during or prior to the related Collection
     Period and included as part of the Principal Distribution Amount for such
     Distribution Date or any prior Distribution Date pursuant to clause (a)
     above;

          (e) with respect to any REO Properties, the aggregate of the principal
     portions of all Assumed Periodic Payments deemed due in respect of the
     related Trust REO Loans for their respective Due Dates occurring during the
     related Collection Period to the extent received (in the form of REO
     Revenues or otherwise) during the related Collection Period or advanced
     with respect to such Distribution Date;

          (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 Trust REO Loans, in each
     case net of any portion of such amounts that represents a recovery of the
     principal portion of any Periodic Payment (other than a Balloon Payment)
     due, or of the principal portion of any Assumed Periodic Payment deemed
     due, in respect of the related Trust REO Loan or the predecessor Trust
     Mortgage Loan on a Due Date during or prior to the related Collection
     Period and included as


                                      -57-



     part of the Principal Distribution Amount for such Distribution Date or any
     prior Distribution Date pursuant to clause (a) or (e) above; 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
     (exclusive of the Class A-2FL Certificates and the Class A-4FL
     Certificates), the Class A-2FL REMIC II Regular Interest and the Class
     A-4FL REMIC II Regular Interest on such immediately preceding Distribution
     Date pursuant to Section 4.01;

provided that if any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount is reimbursed, or interest on any Nonrecoverable Advance is paid, from
collections on the Mortgage Pool received during the related Collection Period
that are allocable as principal, as provided in Section 1.02(a), then the
Principal Distribution Amount for the subject Distribution Date shall be reduced
(to not less than zero) as and to the extent provided in Section 1.02(b); and
provided, further, that if any Recovered Amounts are received during the related
Collection Period, then the Principal Distribution Amount for the subject
Distribution Date shall be increased as and to the extent provided in Section
1.02(c).

          Any allocation of the Principal Distribution Amount between Loan Group
1 and Loan Group 2 for purposes of calculating the Loan Group 1 Principal
Distribution Amount and the Loan Group 2 Distribution Amount shall take into
account Section 1.02.

          "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).

          "Principal Recovery Fee Rate": With respect to all amounts set forth
in the third paragraph of Section 3.11(c), 1.0%.

          "Privileged Person": Any Certificateholder, any Certificate Owner, any
prospective transferee of a Certificate or interest therein, any Rating Agency,
any Mortgage Loan Seller, any Non-Trust Noteholder, any Underwriter or any party
hereto; provided that no Certificate Owner or prospective transferee of a
Certificate or an 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 I-1 or Exhibit I-2 (or such
other form as may be reasonably acceptable to the Trustee or the Master
Servicer, as applicable), as applicable.

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

          "Prospectus": The prospectus dated July 12, 2005, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.


                                      -58-



          "Prospectus Supplement": The final prospectus supplement dated
December 1, 2005 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

          "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 Trust Mortgage Loan (or Trust
REO Loan), a cash price equal to the outstanding principal balance of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase, together with (a)
all accrued and unpaid interest on such Trust Mortgage Loan (or Trust REO Loan)
at the related Mortgage Rate (other than Additional Interest) to but not
including the Due Date in the Collection Period of purchase, (b) any accrued
interest on P&I Advances (other than Unliquidated Advances in respect of prior
P&I Advances) made with respect to such Trust Mortgage Loan (or Trust REO Loan),
(c) all related and unreimbursed (from collections on such Trust Mortgage Loan
and, if such Trust Mortgage Loan is part of a Loan Combination, any related
Non-Trust Loan (or Trust REO Loan and, if such Trust REO Loan is a successor to
a Trust Mortgage Loan that is part of a Loan Combination, any related REO Loan
that is a successor to a related Non-Trust Loan)) Servicing Advances (together
with Unliquidated Advances) plus any accrued and unpaid interest thereon (other
than on Unliquidated Advances), (d) any reasonable costs and expenses,
including, but not limited to, the cost of any enforcement action (including
reasonable legal fees), 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 (c) above) and Principal Recovery Fees
payable (to the extent payable pursuant to Section 3.11(c)) with respect to such
Trust Mortgage Loan (or Trust REO Loan), and (e) any other Additional Trust Fund
Expenses in respect of such Trust Mortgage Loan (or Trust REO Loan) (including
any Additional Trust Fund Expenses (which includes Special Servicing Fees and
Workout Fees) previously reimbursed or paid by the Trust Fund but not so
reimbursed by the related Mortgagor or from related Insurance Proceeds or
Liquidation Proceeds); provided that the Purchase Price shall not be reduced by
any outstanding P&I Advance.

          "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

          "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 "A-" by
S&P and "A3" by Moody's (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, but in no event lower than "A-" by
S&P and "A3" by Moody's (or the obligations of which are guaranteed or backed by
a company having such a claims paying ability) or, in the case of clauses (i)
and (ii), such other rating as each Rating Agency shall have confirmed in
writing will not result in an Adverse Rating Event or a Glendale Galleria
Related MBS Adverse Rating Event.

          "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding 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


                                      -59-



Principal Balance of the deleted Trust 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 Trust Mortgage Loan; (iii) have
the same Due Date as and a grace period no longer than the deleted Trust
Mortgage Loan; (iv) accrue interest on the same basis as the deleted Trust
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 Trust Mortgage Loan; (vi) have a then current Loan-to-Value Ratio
not higher than that of the deleted Trust Mortgage Loan and a current
Loan-to-Value Ratio not higher than the then current Loan-to-Value Ratio of the
deleted Trust Mortgage Loan; (vii) comply as of the date of substitution with
all of the representations and warranties set forth in the applicable Mortgage
Loan Purchase Agreement; (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 a
current Debt Service Coverage Ratio of not less than the greater of the original
Debt Service Coverage Ratio of the deleted Trust Mortgage Loan and the current
Debt Service Coverage Ratio of the deleted Trust 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 Trust Mortgage Loan unless the Trustee has received prior confirmation
in writing by each Rating Agency that such substitution will not result in an
Adverse Rating Event (the cost, if any, of obtaining such confirmation to be
paid by the applicable 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 the Controlling
Class), which approval may not be unreasonably withheld or delayed; (xv) not be
substituted for a deleted Trust 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); (xvi) have comparable prepayment restrictions; and
(xvii) become a part of the same Loan Group as the deleted Trust Mortgage Loan.
In the event that one or more mortgage loans are substituted for one or more
deleted Trust 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 highest fixed 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 Trust Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the proposed
Qualified Substitute 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 November
2037.

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

          "Realized Loss": With respect to: (1) each Specially Serviced Mortgage
Loan or Corrected 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


                                      -60-



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, Additional Interest, Prepayment Premiums or Yield Maintenance
Charges), plus (c) any related unpaid servicing expenses, any related Servicing
Advances (together with Unliquidated Advances in respect of prior related
Servicing Advances) that, as of the commencement of the Collection Period in
which the Final Recovery Determination was made, had not been reimbursed from
the subject Mortgage Loan or REO Property, as the case may be, and any new
related Servicing Advances made during such Collection Period, minus (d) all
payments and proceeds, if any, received in respect of and allocable to such
Mortgage Loan or such REO Loan, as the case may be, during the Collection Period
in which such Final Recovery Determination was made net of any portion of such
payments and/or proceeds that is payable or reimbursable in respect of the
related liquidation and other servicing expenses and, in the case of a Mortgage
Loan or REO Loan that is part of a Loan Combination, net of any portion of such
payments and/or proceeds that represent Liquidation Proceeds payable to the
holder(s) of the other Mortgage Loan(s) in that Loan Combination; (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 or any Unliquidated Advance 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 or Unliquidated Advance so canceled; (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 Periodic Payment due thereon (each such Realized Loss shall be deemed
to have been incurred on the Due Date for each affected Periodic Payment); (4)
each Trust Mortgage Loan or Trust REO Loan as to which there were any
Nonrecoverable Advances, the amount of any such Nonrecoverable Advance
reimbursed (and/or interest thereon paid) from amounts that would have otherwise
been distributable as principal on the Certificates; and (5) each Trust Mortgage
Loan purchased from the Trust Fund at a price less than the Purchase Price
therefor, the amount of the deficiency.

          "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.

          "Recording/Filing Agent": As defined in Section 2.01(d).

          "Recovered Amount": As defined in Section 1.02(c).

          "Registered Certificate": Any Class A-1, Class A-1D, Class A-2, Class
A-2FL, Class A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A,
Class AM, Class AJ, Class B, Class C or Class D Certificate.

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


                                      -61-



          "Regulation S": Regulation S under the Securities Act.

          "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, one or collectively more global Certificates
of such Class registered in the name of the Depository or its nominee, in
definitive, fully registered form without interest coupons, each of which
Certificates bears a Regulation S CUSIP number.

          "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 (or any successor thereto).

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

          "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 Trust Mortgage Loans as from time to time are subject to this Agreement and
all payments under and proceeds of such Trust Mortgage Loans received after the
Closing Date (excluding the Excess Servicing Strip, the Broker Strip and all
Additional Interest on such Trust Mortgage Loans), together with all documents
included in the related Mortgage Files and any related Escrow Payments and
Reserve Funds; (ii) all amounts (exclusive of the Excess Servicing Strip, the
Broker Strip and all Additional Interest) held from time to time in the
Collection Account, the Interest Reserve Account, any Pool REO Account, the
Gain-on-Sale Reserve Account, any Loan Combination Custodial Account and the
Distribution Account; (iii) any REO Property acquired in respect of a Trust
Mortgage Loan; (iv) the rights of the Depositor under Sections 2, 3, 8, 9, 10,
11, 12, 13, 14, 16, 17, 19 and 20 of each of the Mortgage Loan Purchase
Agreements with respect to the Trust Mortgage Loans; and (v) the rights of the
mortgagee under all Insurance Policies with respect to the Trust Mortgage Loans;
provided that REMIC I shall not include any Non-Trust Loan or any successor REO
Loan with respect thereto or any payments or other collections of principal,
interest, Prepayment Premiums, Yield Maintenance Charges or other amounts
collected on a Non-Trust Loan or any successor REO Loan with respect thereto.

          "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
shall be the amount set forth as such in the Preliminary Statement hereto. 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(i), 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 the first paragraph of Section 4.04(b). The REMIC I Principal
Balance of a REMIC I Regular Interest shall be increased, pursuant to the second
paragraph of Section 4.04(b), in connection with increases in the


                                      -62-



Class Principal Balance of the Corresponding Certificates as contemplated by the
second paragraph of Section 4.04(a).

          "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 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 2.07, with
respect to which a separate REMIC election is to be made.

          "REMIC II Certificate": Any Class A-1, Class A-1D, Class A-2, Class
A-3, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, 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 P, Class Q, Class X or Class R-II Certificate.

          "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.

          "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": The Pool REO Account or any Loan Combination REO
Account, as applicable.

          "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.

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

          "REO Loan": The Mortgage Loan (or, if a Loan Combination is involved,
any of the multiple Mortgage Loans comprising the subject Loan Combination)
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 (or an interest therein) remains part of REMIC I and shall be deemed to
provide for periodic payments of principal and/or interest equal to its Assumed
Periodic 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 or, if applicable in the case
of any Loan Combination REO Property, on behalf of the Trust and the related
Non-Trust Noteholder(s)). 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


                                      -63-



predecessor Mortgage Loan as of the date of the related REO Acquisition. All
Periodic Payments (other than a Balloon Payment), Assumed Periodic Payments (in
the case of a Balloon 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 or payment to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent for other related Servicing Advances as provided in
this Agreement, interest on such Advances and other related Additional Trust
Fund Expenses) 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; provided, however, that if the Mortgage Loans comprising a Loan
Combination become REO Loans, then amounts received with respect to such REO
Loans shall be applied to amounts due and owing in respect of such REO Loans as
provided in the related Loan Combination Intercreditor Agreement.
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case may
be, 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 Advances, together with any interest accrued and payable to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the
case may be, in respect of such 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). In addition, Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances with respect to such REO Loan,
in each case, that were paid from collections on the Trust Mortgage Loans and
resulted in principal distributed to the Certificateholders being reduced as a
result of the first proviso in the definition of "Principal Distribution
Amount", shall be deemed outstanding until recovered.

          "REO Property": With respect to any Mortgage Loan (other than a
Mortgage Loan constituting part of a Loan Combination), 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; and with respect to a Loan
Combination, the related Loan Combination REO Property.

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

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


                                      -64-



          "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
C.F.R. Section 225.64 and conducted in accordance with the standards of the
Appraisal Institute.

          "Required Appraisal Mortgage Loan": Each Trust Mortgage Loan (or, in
the case of clause (ii) below, any successor Trust REO Loan with respect
thereto) (i) that is 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 in a manner that affects the amount or timing of any Periodic
Payment (other than a Balloon Payment) (except, or in addition to, bringing
monthly Periodic Payments current and extending the Maturity Date for less than
six months), (iv) 60 days following the receipt by the Special Servicer of
notice that a receiver has been appointed and continues in such capacity in
respect of the related Mortgaged Property, (v) 60 days following the receipt by
the Special Servicer of notice that the related Mortgagor has become the subject
of a bankruptcy proceeding, or (vi) with respect to which any related Balloon
payment has not been paid by its scheduled maturity date; provided that a
Required Appraisal Mortgage Loan shall 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 Trust 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); and

          (b) with respect to the circumstances described in clauses (iv), (v)
     and (vi) above, when such circumstances cease to exist in the reasonable
     judgment of the Special Servicer (exercised 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 Trust Mortgage Loan to continue to be
characterized as a Required Appraisal Mortgage Loan. For purposes of the
foregoing, each Loan Combination shall be treated as a single Mortgage Loan.

          "Required Appraisal Value": With respect to any Mortgaged Property or
REO Property related to a Required Appraisal Mortgage Loan, 90% of an amount
equal to (A) subject to reduction by the Special Servicer in accordance with
Section 3.09(a), the Appraised Value of such Mortgaged Property or REO Property,
as the case may be, as determined by a Required Appraisal or letter update or
internal valuation, if applicable, reduced by (B) the amount of any obligations
secured by liens on such Mortgaged Property that are prior to the lien of such
Required Appraisal Mortgage Loan and estimated liquidation expenses; provided,
however, that for purposes of determining any Appraisal Reduction Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal Reduction
Amount shall


                                      -65-



be amended no less often than annually to reflect the Required Appraisal Value
determined pursuant to any Required Appraisal or letter update of a Required
Appraisal or internal valuation, if applicable 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 or Class R-II Certificate.

          "Responsible Officer": When used with respect to (i) the initial
Trustee, any officer in the Global Securities and Trust Services Group of the
initial Trustee, (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, and (iii) the Fiscal Agent, any officer thereof.

          "Restricted Servicer Reports": Collectively, to the extent not filed
with the Securities and Exchange Commission, the CMSA Servicer Watch List, the
CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet, the
CMSA Financial File, the CMSA Comparative Financial Status Report, the CMSA Loan
Level Reserve/LOC Report and the CMSA Reconciliation of Funds Report.

          "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more global
certificates representing such Class registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, and
each of which certificates has a Rule 144A CUSIP number.

          "Sarbanes-Oxley Certification": As defined in Section 8.16(a)(iv).

          "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; provided, however,
that if the related loan documents for a Loan Combination provide for a single
monthly debt service payment for such Loan Combination, then the Scheduled
Payment for each Mortgage Loan comprising such Loan Combination for any Due Date
shall be that portion of the monthly debt service payment for such Loan
Combination and such Due Date


                                      -66-



that is, in accordance with the related loan documents and/or the related Loan
Combination Intercreditor Agreement, in the absence of default, allocable to
interest at the related Mortgage Rate on and/or principal of each such Mortgage
Loan comprising the subject Loan Combination.

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

          "Securities and Exchange Commission": The United States Securities and
Exchange Commission or any successor.

          "Senior Certificate": Any Class A-1, Class A-1D, Class A-2, Class
A-2FL, Class A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A or
Class X Certificate.

          "Sequential Pay Certificate": Any Class A-1, Class A-1D, Class A-2,
Class A-2FL, Class A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6, Class
A-1A, Class AM, Class AJ, 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 P or Class Q
Certificate.

          "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 (including attorneys' fees and expenses and fees of
real estate brokers) 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, if a default is imminent thereunder or after a
default, delinquency or other unanticipated event, 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 and 3.03, (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 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
"force placed" insurance policy purchased by the Master Servicer or the Special
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)-(iii), (v), (vii)
and (viii) 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 applicable REO Account), (h) obtaining related
ratings confirmation (to the extent not paid by the related Mortgagor), (i) UCC
filings (to the extent not reimbursed by the Mortgagor), (j) compliance with the
obligations of the Master Servicer or the Trustee set forth in Section 2.03(a)
or (b) and (k) any other expenditure expressly designated as a Servicing Advance
under this Agreement. 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


                                      -67-



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 any successor
REO Loan with respect thereto, 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, and that are reasonably required
for the ongoing administration of the Mortgage Loan, including appraisals,
surveys, property inspection reports, 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 Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans (including any Non-Trust 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
(i) for other third parties, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage loan
servicers servicing mortgage loans for third parties or (ii) held in its own
portfolio, whichever standard is higher, (b) with a view to (i) the timely
recovery of all Scheduled Payments of principal and interest under the Mortgage
Loans, (ii) in the case of the Special Servicer, if a Mortgage Loan comes into
and continues in default, the maximization of the recovery on that Mortgage Loan
to the Certificateholders or, in the case of any Loan Combination, to the
Certificateholders and the related Non-Trust Noteholder(s) (as a collective
whole) on a net present value basis (the relevant discounting of anticipated
collections to be performed at the related Mortgage Rate) and (iii) the best
interests of the Certificateholders and the Trust Fund (or, in the case of any
Loan Combination, the Certificateholders, the Trust Fund and the related
Non-Trust Noteholder(s), taking into account, if applicable and to the extent
consistent with the related Loan Combination Intercreditor Agreement and the
related Mortgage Loan documents, the subordinate nature, if applicable, of the
related Non-Trust Loan 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 (or any Affiliate thereof), the
Depositor, any Mortgage Loan Seller, or any other party to the transactions
contemplated hereby; (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 or the
Special Servicer, as the case may be, 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
not included in or securing, as the case may be, the Mortgage Pool; (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


                                      -68-



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 or any Affiliate thereof.

          "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".

          "Significant Mortgage Loan": At any time of determination, any
Mortgage Loan that (1) has a principal balance of $20,000,000 or more at the
time of determination or has, whether (a) individually, (b) as part of a Crossed
Loan Group or (c) as part of a group of Mortgage Loans made to affiliated
Mortgagors, a principal balance that is equal to or greater than 5% or more of
the aggregate outstanding principal balance of the Mortgage Pool at the time of
determination or (2) is one of the 10 largest Mortgage Loans (which for the
purposes of this definition shall include Crossed Loan Groups and groups of
Mortgage Loans made to affiliated Mortgagors) by outstanding principal balance
at such time.

          "Single Certificate": For purposes of Section 4.02, a hypothetical
Certificate of any Class of Regular Certificates, the Class A-2FL Certificates
or the Class A-4FL Certificates, evidencing a $1,000 denomination.

          "Sole Certificate Owner": As defined in Section 9.01.

          "Special Servicer": J.E. Robert Company, Inc., or any successor in
interest thereto, or any successor special servicer appointed as herein
provided.

          "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and 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 Specially Serviced
Mortgage Loan and each REO Loan, 0.25% per annum.

          "Specially Designated Mortgage Loan Documents": With respect to any
Trust Mortgage Loan, the following documents collectively:

          (i) the original executed Mortgage Note (or, alternatively, if the
     original executed Mortgage Note has been lost, a lost note affidavit and
     indemnity with a copy of such Mortgage Note attached thereto);

          (ii) an original or a copy of the Mortgage (with or without recording
     information);

          (iii) 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 a copy of an irrevocable, binding commitment (which may be a
     pro forma policy or 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;


                                      -69-



          (iv) an original or a copy of any Ground Lease or ground lessor
     estoppel; and

          (v) a copy of any letter of credit relating to the Trust Mortgage
     Loan;

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a Custodian
on its behalf, such term, with respect to any receipt or certification by the
Trustee or a Custodian on its behalf for documents described in clauses (iv) and
(v) of this definition, shall be deemed to include such documents only to the
extent the Trustee or a Custodian on its behalf has actual knowledge of their
existence.

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

          (a) the related Mortgagor shall have failed to make when due any
     Periodic Payment, including a Balloon Payment, and the failure continues
     unremedied--

               (i)  except in the case of a Balloon Payment, for 60 days; or

               (ii) solely in the case of a delinquent Balloon Payment, for one
                    day; or

          (b) the Master Servicer or, with the consent of the Controlling Class
     Representative, the Special Servicer shall have determined, in its
     reasonable judgment (exercised in accordance with the Servicing Standard),
     based on, among other things, 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) the Master Servicer or, with the consent of the Controlling Class
     Representative, the Special Servicer shall have determined, in its
     reasonable judgment (exercised in accordance with the Servicing Standard),
     that a default (other than an Acceptable Insurance Default or a default
     described in clause (a) above) has occurred that may materially impair the
     value of the Mortgaged Property as security for the Mortgage Loan and the
     default 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 Servicing
     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


                                      -70-



          (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 reasonable
     judgment of the Special Servicer (exercised in accordance with the
     Servicing Standard), 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 other circumstance identified in clauses (a) through
(g) above exists that would otherwise cause such Mortgage Loan to continue to be
characterized as a Specially Serviced Mortgage Loan.

          During any time an entire Loan Combination is serviced and
administered pursuant to this Agreement, if a Servicing Transfer Event exists
with respect to one Mortgage Loan in such Loan Combination, it will also be
considered to exist for the other Mortgage Loan(s) in such Loan Combination;
provided that, if a Glendale Galleria Subordinate Noteholder prevents the
occurrence of a Servicing Transfer Event with respect to the Glendale Galleria
Trust Mortgage Loan through the exercise of cure rights as set forth in the
Glendale Galleria Intercreditor Agreement, then the existence of such Servicing
Transfer Event with respect to one or more of the Glendale Galleria Subordinate
Non-Trust Loans shall not, in and of itself, result in the existence of a
Servicing Transfer Event with respect to the Glendale Galleria Trust Mortgage
Loan or cause the servicing of the Glendale Galleria Loan Combination to be
transferred to the Special Servicer, unless a separate Servicing Transfer Event
has occurred with respect thereto.

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


                                      -71-



          "State and Local Taxes": Taxes imposed by the states of New York,
Illinois, Missouri, Virginia 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 Trust 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 Trust Mortgage Loan (or, in
the case of a Qualified Substitute Mortgage Loan that is a Trust Mortgage Loan,
the unpaid principal balance thereof after application of all principal payments
due on or before the related date of substitution, whether or not received),
permanently reduced on each Distribution Date, to not less than zero, by (y) the
sum of:

          (i) all payments and other collections of principal, if any, with
     respect to such Trust Mortgage Loan that are included as part of the
     Principal Distribution Amount for such Distribution Date pursuant to
     clause(s) (a), (b), (c) and/or (d) of, and without regard to the provisos
     to, the definition of "Principal Distribution Amount";

          (ii) any other amount received with respect to such Trust Mortgage
     Loan during the related Collection Period that is not included among the
     payments and other collections of principal described in the immediately
     preceding clause (i), as to which there is not and never has been an
     outstanding P&I Advance and that is actually applied in reduction of the
     amount of principal owing from the related Mortgagor;

          (iii) any amount of reduction in the outstanding principal balance of
     such Trust Mortgage Loan resulting from a Deficient Valuation that occurred
     during the related Collection Period; and

          (iv) any related Realized Loss (other than any such loss resulting
     from a Deficient Valuation) incurred during the related Collection Period
     that represents a loss of principal with respect to that Trust Mortgage
     Loan.

          With respect to any Trust REO Loan, as of any date of determination,
an amount equal to (x) the Stated Principal Balance of the predecessor Trust
Mortgage Loan as of the date of the related REO Acquisition, permanently reduced
on each subsequent Distribution Date, to not less than zero, by (y) the sum of:

          (a) all amounts, if any, collected with respect to the related REO
     Property that are allocable as principal of the subject Trust REO Loan and
     that are included as part of the Principal


                                      -72-



     Distribution Amount for such Distribution Date pursuant to clause (e)
     and/or clause (f) of, and without regard to the provisos to, the definition
     of "Principal Distribution Amount"; and

          (b) any related Realized Losses incurred during the related Collection
     Period that represents a loss of principal with respect to the subject
     Trust REO Loan.

          A Trust Mortgage Loan or a Trust 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.

          The Stated Principal Balance with respect to each Glendale Galleria
Non-Trust Loan or any successor REO Loan with respect thereto, as of any date of
determination, shall be (1) the Cut-off Date Balance of such Mortgage Loan, as
permanently reduced on each monthly remittance date under the Glendale Galleria
Intercreditor Agreement to not less than zero, by (2) the sum of (A) any amounts
received during the related Collection Period that are allocable as principal of
such Non-Trust Loan or any successor REO Loan with respect thereto and (B) any
Realized Losses incurred with respect to such Non-Trust Loan or any successor
REO Loan during the related Collection Period that represent a loss of principal
with respect thereto (including as a result of a Deficient Valuation).

          With respect to a Non-Trust Loan (other than a Glendale Galleria
Non-Trust Loan) or any successor REO Loan with respect thereto on any date of
determination, the Stated Principal Balance shall equal the unpaid principal
balance of such Non-Trust Loan or the deemed unpaid principal balance of such
successor REO Loan.

          "Subordinated Certificate": Any Class AM, Class AJ, 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 P, Class Q, 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 or as contemplated by Section 2.03(a) hereof, an amount equal to the
excess, if any, of the Purchase Price of the Trust 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 Trust Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding
sentence on the basis of the aggregate Purchase Price of the Trust Mortgage Loan
or Trust Mortgage Loans being replaced and the aggregate Stated Principal
Balance of the related Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans.


                                      -73-



          "Swap Agreement": Either of the Class A-2FL Swap Agreement or the
Class A-4FL Swap Agreement.

          "Swap Counterparty": Either of the Class A-2FL Swap Counterparty or
the Class A-4FL Swap Counterparty.

          "Swap Default": With respect to either Swap Agreement, any failure on
the part of the related Swap Counterparty (that continues beyond any applicable
grace period under such Swap Agreement) to (i) make a required payment under
such Swap Agreement as and when due thereunder, (ii) either post acceptable
collateral or find an acceptable replacement Swap Counterparty or find an
acceptable guarantor after a Collateralization Event (as defined in such Swap
Agreement) has occurred, as required by Part 1(n)(1) of the Schedule to the
Master Agreement in such Swap Agreement, or (iii) find an acceptable replacement
Swap Counterparty after a Rating Agency Trigger Event (as defined in such Swap
Agreement) has occurred, as required by Part 1(n)(3) of the Schedule to the
Master Agreement in such Swap Agreement.

          "Swap Payment Default": A Swap Default of the nature described in
clause (i) of the definition of "Swap Default".

          "Swap Termination Fees": With respect to either Swap Agreement, any
fees, costs or expenses payable by the related Swap Counterparty to the Trust in
connection with a Swap Default under such Swap Agreement, termination of such
Swap Agreement or liquidation of such Swap Agreement, as specified in such Swap
Agreement.

          "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), 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, the federal income tax return to be filed
on behalf of each of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z,
Grantor Trust E and Grantor Trust B 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.

          "The Shoppes at Plantation A-Note Trust Mortgage Loan": The A-Note
Trust Mortgage Loan identified as loan number 60 on the Mortgage Loan Schedule
and as being secured by retail property identified as The Shoppes at Plantation.

          "The Shoppes at Plantation B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to The Shoppes at Plantation A-Note Trust Mortgage
Loan.


                                      -74-



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

          "Transfer Affidavit and Agreement": As defined in Section
5.02(d)(i)(B).

          "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": The common law trust created hereunder.

          "Trust ARD Loan": Any Trust Mortgage Loan that is an ARD Loan.

          "Trust Balloon Loan": Any Trust Mortgage Loan that is a Balloon Loan.

          "Trust Corrected Mortgage Loan": Any Trust Mortgage Loan that is a
Corrected Mortgage Loan.

          "Trust Defaulted Mortgage Loan": Any Trust Mortgage Loan that is a
Defaulted Mortgage Loan.

          "Trust Defeasance Mortgage Loan": Any Trust Mortgage Loan that is a
Defeasance Loan.

          "Trust Fund": Collectively, (i) all of the assets of REMIC I and REMIC
II, (ii) the Grantor Trust Z Assets, (iii) the Grantor Trust E Assets, (iv) the
Grantor Trust B Assets, (v) the Grantor Trust A-2FL Assets and (vi) the Grantor
Trust A-4FL Assets.

          "Trust Mortgage Loan": Each of the Mortgage Loans, including any
A-Note Trust Mortgage Loan and the Glendale Galleria Trust Mortgage Loan,
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.

          "Trust Required Appraisal Mortgage Loan": Any Trust Mortgage Loan or
Trust REO Loan that is a Required Appraisal Mortgage Loan.

          "Trust REO Loan": Any REO Loan that succeeded a Trust Mortgage Loan.

          "Trust Specially Serviced Mortgage Loan": Any Trust Mortgage Loan that
is a Specially Serviced Mortgage Loan.

          "Trustee": LaSalle Bank National Association, its successor in
interest, or any successor trustee appointed as herein provided.

          "Trustee Fee": With respect to each Trust Mortgage Loan and each Trust
REO Loan for any Distribution Date, an amount equal to one month's interest for
the most recently ended calendar


                                      -75-



month (calculated on the same interest accrual basis as such Trust Mortgage Loan
or Trust REO Loan, as the case may be), accrued at the Trustee Fee Rate on the
Stated Principal Balance of such Trust Mortgage Loan or Trust 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": 0.0006% per annum.

          "Trustee Investment Period": With respect to any Distribution Date,
the period commencing on the day immediately following the preceding
Distribution Date (or, in the case of the initial Distribution Date, commencing
on the Closing Date) and ending on and including the subject Distribution Date.

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

          "UCC Financing Statement": A financing statement filed pursuant to the
UCC.

          "Underwriter": Each of MLPF&S, Countrywide Securities, KeyBanc Capital
Markets, a Division of McDonald Investments Inc., IXIS Securities North America
Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. or in each
case, its respective successor in interest.

          "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

          "United States Tax Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise 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 (or to the extent
provided in the Treasury regulations, if the trust was in existence on August
20, 1996 and elected to be treated as a United States person), all within the
meaning of Section 7701(a)(30) of the Code.

          "Unliquidated Advance": Any Advance previously made by a party hereto
that (i) is not a Nonrecoverable Advance, (ii) has been previously reimbursed to
the party that made the Advance as a Workout-Delayed Reimbursement Amount
pursuant to Section 3.05(a)(vii) out of principal collections on other Trust
Mortgage Loans and (iii) was originally made with respect to an item that has
not been subsequently recovered out of collections on or proceeds of the related
Trust Mortgage Loan or any related REO Property (and provided that no
Liquidation Event has occurred with respect to the related Trust Mortgage Loan
or any related REO Property).

          "Unrestricted Servicer Reports": Collectively, the CMSA Delinquent
Loan Status Report, the CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, the CMSA Historical Liquidation Report, the CMSA REO Status Report,
the CMSA Advance Recovery Report and, if and to the extent filed with the
Securities and Exchange Commission, such reports and files as would, but for
such filing, constitute Restricted Servicer Reports.


                                      -76-



          "USAP": The Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers of America.

          "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, the Class A-2FL Certificates and the Class
A-4FL Certificates. Ninety-eight percent (98%) of the Voting Rights shall be
allocated among the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3,
Class A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ,
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 P and Class Q Certificates in proportion to the
respective Class Principal Balances of their Certificates. Two percent (2%) in
the aggregate of the Voting Rights shall be allocated to the Class X
Certificates. The Class Z 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 holder of any Certificates, the Master Servicer, in its capacity
as a Certificateholder, shall have no Voting Rights with respect to matters
concerning compensation affecting the Master Servicer.

          "Weighted Average Net Mortgage Pass-Through 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 Pass-Through Rates applicable to the Trust Mortgage Loans and any Trust
REO Loans for such Distribution Date, weighted on the basis of their respective
Stated Principal Balances immediately following the preceding Distribution Date
(or, in the case of the initial Distribution Date, as of the Closing Date).

          "Workout-Delayed Reimbursement Amounts": With respect to any Trust
Mortgage Loan, the amount of any Advance made with respect to such Trust
Mortgage Loan on or before the date such Trust Mortgage Loan becomes (or, but
for the making of three monthly payments under its modified terms, would then
constitute) a Trust Corrected Mortgage Loan, together with (to the extent
accrued and unpaid) interest on such Advances accruing before, on and after such
date, to the extent that (i) such Advance is not reimbursed to the Person who
made such Advance on or before the date, if any, on which such Trust Mortgage
Loan becomes a Trust Corrected Mortgage Loan and (ii) the amount of such Advance
becomes an obligation of the Mortgagor to pay such amount under the terms of the
modified loan documents. That any amount constitutes all or a portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine that such amount instead constitutes a
Nonrecoverable Advance.

          "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,
1.00%.

          "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 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


                                      -77-



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 or the Special Servicer, as applicable, 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 or the
Special Servicer, as applicable, 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 or the Special
Servicer, as applicable, 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 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%.

          SECTION 1.02. Certain Adjustments to the Principal Distributions on
                        the Certificates.

          (a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Collection Account for (i) any unreimbursed
Advance that has been or is determined to be a Nonrecoverable Advance (together
with interest accrued and payable thereon pursuant to Section 3.03(d) or Section
4.03(d), as applicable, to the extent such interest was paid hereunder from a
source other than related Default Charges) or (ii) any Workout-Delayed
Reimbursement Amount, then (for purposes of calculating distributions on the
Certificates) such reimbursement and payment of interest shall be deemed to have
been made:

               first, out of any amounts then on deposit in the Collection
     Account that represent payments or other collections of principal received
     by the Trust with respect to the Trust Mortgage Loans and/or Trust REO
     Loans in the Loan Group that includes the Trust Mortgage Loan or Trust REO
     Loan in respect of which such Nonrecoverable Advance was made or in respect
     of which such Workout-Delayed Reimbursement Amount is outstanding, and
     which amounts, but for their application to reimburse such Nonrecoverable
     Advance (and/or to pay interest thereon) or to reimburse such
     Workout-Delayed Reimbursement Amount, as the case may be, would be included
     in the Available Distribution Amount for the related Distribution Date;

               second, out of any amounts then on deposit in the Collection
     Account that represent payments or other collections of principal received
     by the Trust with respect to the Trust Mortgage Loans or Trust REO Loans in
     the Loan Group that does not include the Trust


                                      -78-



     Mortgage Loan or Trust REO Loan in respect of which such Nonrecoverable
     Advance was made or in respect of which such Workout-Delayed Reimbursement
     Amount is outstanding, and which amounts, but for their application to
     reimburse such Nonrecoverable Advance (and/or to pay interest thereon) or
     to reimburse such Workout-Delayed Reimbursement Amount, as the case may be,
     would be included in the Available Distribution Amount for the related
     Distribution Date;

               third, solely in the case of the reimbursement of a
     Nonrecoverable Advance and/or the payment of interest thereon, out of any
     amounts then on deposit in the Collection Account that represent any other
     payments or other collections received by the Trust with respect to the
     Trust Mortgage Loans or Trust REO Loans in the Loan Group that includes the
     Trust Mortgage Loan or Trust REO Loan in respect of which such
     Nonrecoverable Advance was made, and which amounts, but for their
     application to reimburse a Nonrecoverable Advance and/or to pay interest
     thereon, would be included in the Available Distribution Amount for the
     related Distribution Date;

               fourth, solely in the case of the reimbursement of a
     Nonrecoverable Advance and/or the payment of interest thereon, out of any
     amounts then on deposit in the Collection Account that represent any other
     payments or other collections received by the Trust with respect to the
     Trust Mortgage Loans or Trust REO Loans in the Loan Group that does not
     include the Trust Mortgage Loan or Trust REO Loan in respect of which such
     Nonrecoverable Advance was made, and which amounts, but for their
     application to reimburse a Nonrecoverable Advance and/or to pay interest
     thereon, would be included in the Available Distribution Amount for the
     related Distribution Date; and

               fifth, solely in the case of the reimbursement of a
     Nonrecoverable Advance and/or the payment of interest thereon, out of any
     other amounts then on deposit in the Collection Account that may be
     available to reimburse the subject Nonrecoverable Advance and/or to pay
     interest thereon.

          (b) If and to the extent that any payment or other collection of
principal received on the Mortgage Pool during any Collection Period is deemed
to be applied in accordance with clause first or second of Section 1.02(a) to
reimburse a Nonrecoverable Advance (or to pay interest thereon) or to reimburse
a Workout-Delayed Reimbursement Amount, then:

               (i) the Principal Distribution Amount for the related
     Distribution Date shall be reduced by the portion of such payment or other
     collection of principal that, but for the application of this Section
     1.02(b), would constitute part of such Principal Distribution Amount; and

               (ii) depending on whether such payment or other collection of
     principal relates to Loan Group 1 or Loan Group 2, there shall be a
     corresponding reduction in the Loan Group 1 Principal Distribution Amount
     or the Loan Group 2 Principal Distribution Amount, as applicable, for the
     related Distribution Date.

          (c) If and to the extent that any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount is reimbursed or interest on any
Nonrecoverable Advance is paid out of


                                      -79-



payments or other collections of principal received on the Mortgage Pool (with a
corresponding reduction to the Principal Distribution Amount, and to either or
both of the Loan Group 1 Principal Distribution Amount and the Loan Group 2
Principal Distribution Amount, for the relevant Distribution Date), and further
if and to the extent that the particular item for which such Advance was
originally made or such Workout-Delayed Reimbursement Amount is outstanding is
subsequently collected out of payments or other collections in respect of the
related Trust Mortgage Loan or Trust REO Loan (such item, upon collection, a
"Recovered Amount"), then (without duplication of amounts already included
therein):

               (i) the Principal Distribution Amount for the Distribution Date
     that corresponds to the Collection Period in which such Recovered Amount
     was received, shall be increased by an amount equal to the lesser of (A)
     such Recovered Amount and (B) any previous reduction in the Principal
     Distribution Amount for a prior Distribution Date pursuant to Section
     1.02(b) above resulting from the reimbursement of the subject
     Nonrecoverable Advance (and/or the payment of interest thereon) or the
     reimbursement of the subject Workout-Delayed Reimbursement Amount, as the
     case may be; and

               (ii) the Loan Group 1 Principal Distribution Amount and/or the
     Loan Group 2 Principal Distribution Amount for the Distribution Date that
     corresponds to the Collection Period in which such Recovered Amount was
     received, shall be increased by an amount equal to the lesser of (A) such
     Recovered Amount and (B) any previous reduction in the Loan Group 1
     Principal Distribution Amount and/or the Loan Group 2 Principal
     Distribution Amount, as applicable, for a prior Distribution Date pursuant
     to Section 1.02(b) above resulting from the reimbursement of the subject
     Nonrecoverable Advance (and/or the payment of interest thereon) or the
     reimbursement of the subject Workout-Delayed Reimbursement Amount, as the
     case may be;

provided that, if both the Loan Group 1 Principal Distribution Amount and the
Loan Group 2 Principal Distribution Amount for a prior Distribution Date were
reduced pursuant to Section 1.02(b) above as a result of the reimbursement of
the subject Nonrecoverable Advance (and/or the payment of interest thereon) or
the reimbursement of the subject Workout-Delayed Reimbursement Amount, as the
case may be, and if the subject Recovered Amount is not sufficient to cover the
full amount of such reductions, then such Recovered Amount shall be applied to
increase the Loan Group 1 Principal Distribution Amount and the Loan Group 2
Principal Distribution Amount in accordance with, and to the extent permitted
by, clause (ii) of this Section 1.02(c) in reverse order of the application of
payments and other collections of principal on the respective Loan Groups in
accordance with Section 1.02(a) to reimburse the subject Nonrecoverable Advance
(and/or pay interest thereon) or to reimburse the subject Workout-Delayed
Reimbursement Amount, as the case may be.

          (d) For purposes of making the adjustments to the Principal
Distribution Amount, the Loan Group 1 Principal Distribution Amount or the Loan
Group 2 Principal Distribution Amount, for any Distribution Date, as
contemplated by this Section 1.02, that amount shall be calculated in accordance
with the definition thereof (without regard to this Section 1.02) and shall
thereafter be adjusted as provided in this Section 1.02.

          (e) Nothing contained in this Section 1.02 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are


                                      -80-



determined to be Nonrecoverable Advances (together with interest accrued and
payable thereon pursuant to Section 3.03(d) or Section 4.03(d)) to collections
of principal received by the Trust with respect to the Mortgage Pool; instead
the order of priority set forth in Section 1.02(a) is a deemed allocation only
for purposes of calculating distributions on the Certificates.

          SECTION 1.03. Calculation of LIBOR.

          (a) The initial value of LIBOR shall be 4.33125% per annum. Such value
of LIBOR shall be utilized in calculating: (i) with respect to the Class A-2FL
Certificates, (A) the Class A-2FL Floating Swap Payment to be made on the Class
A-2FL Swap Payment Date in January 2006 and (B) the Pass-Through Rate with
respect to the Class A-2FL Certificates for the Distribution Date in January
2006, and (ii) with respect to the Class A-4FL Certificates, (A) the Class A-4FL
Floating Swap Payment to be made on the Class A-4FL Swap Payment Date in January
2006 and (B) the Pass-Through Rate with respect to the Class A-4FL Certificates
for the Distribution Date in January 2006.

          (b) The value of LIBOR applicable to the calculation of the Class
A-2FL Floating Swap Payment to be made on the Class A-2FL Swap Payment Date and
the Class A-4FL Floating Swap Payment to be made on the Class A-4FL Swap Payment
Date in any particular calendar month subsequent to January 2006, as well as the
calculation of the respective Pass-Through Rates with respect to the Class A-2FL
Certificates and the Class A-4FL Certificates for the Distribution Date in such
calendar month (provided that no Class A-2FL Distribution Conversion or Class
A-4FL Distribution Conversion, as applicable, is then in effect), shall be
determined by the Trustee (and promptly reported to the related Swap
Counterparty) on the LIBOR Determination Date in the preceding calendar month in
accordance with the following methodology: LIBOR shall equal the rate for
deposits in U.S. Dollars, for a period equal to one month, which appears on the
Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London
time, on the applicable LIBOR Determination Date. If that rate does not appear
on the Dow Jones Market Service Page 3750, LIBOR will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by any five major
reference banks in the London interbank market selected by the Trustee to
provide that bank's offered quotation of such rates at approximately 11:00 a.m.,
London time, on the applicable LIBOR Determination Date to prime banks in the
London interbank market for a period of one month, commencing on the 12th day of
the calendar month in which the applicable LIBOR Determination Date occurs and
in an amount that is representative for a single such transaction in the
relevant market at the relevant time. The Trustee shall request the principal
London office of any five major reference banks in the London interbank market
selected by the Trustee to provide a quotation of those rates, as offered by
each such bank. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, LIBOR will be the arithmetic mean of the rates quoted by major banks
in New York City selected by the Trustee, at approximately 11:00 a.m., New York
City time, on the applicable LIBOR Determination Date for loans in U.S. Dollars
to leading European banks for a period equal to one month, commencing on the
applicable LIBOR Determination Date and in an amount that is representative for
a single such transaction in the relevant market at the relevant time. The
determination of LIBOR by the Trustee will be binding absent manifest error.


                                      -81-



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

          SECTION 2.01. Conveyance of Trust Mortgage Loans.

          (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby establish a common law trust under the laws of the State of
New York, designated as "Merrill Lynch Mortgage Trust 2005-CKI1" and consisting
of the Trust Fund, and does hereby 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 Trust Mortgage Loans and all
documents included in the related Mortgage Files and Servicing Files, (ii) the
rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17,
19 and 20 of each Mortgage Loan Purchase Agreement, (iii) the rights of the
Depositor under each Loan Combination Intercreditor Agreement and (iv) 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
Trust Mortgage Loans and due after the Cut-off Date and, in the case of each
Trust Mortgage Loan that is part of a Loan Combination, is subject to the
provisions of the corresponding Loan Combination Intercreditor Agreement. The
Trustee, on behalf of the Trust, assumes the obligations of the related "A Note
Holder" under each Loan Combination Intercreditor Agreement that relates to an
A/B Loan Combination and the obligations of the "Lead Lender" under the Glendale
Galleria Intercreditor Agreement; provided that the Master Servicer shall, as
further set forth in Article III, perform the servicing obligations and exercise
the related rights of the related "A Note Holder" under each Loan Combination
Intercreditor Agreement that relates to an A/B Loan Combination and perform the
servicing obligations and exercise the related rights of the "Lead Lender" under
the Glendale Galleria Intercreditor Agreement. The transfer of the Trust
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.

          (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 their respective
Mortgage Loan Purchase Agreements 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 Trust Mortgage Loan so assigned. The
Special Servicer may request the Master Servicer to deliver a copy of the
Servicing File for any Trust Mortgage Loan (other than a Specially Serviced
Mortgage Loan) if the Master Servicer shall not have granted the Special
Servicer electronic access to such Servicing Files. 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 related 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 Trust 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 related Mortgage Loan


                                      -82-



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, if 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 or filing as applicable, 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, as evidenced by an officer's certificate). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Trust 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 or filing as applicable, thereon,
for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost, the delivery requirements of the related
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 in the proper office thereon and with
respect to the item referred to in clause (ii) of the definition of "Mortgage
File", certified by the appropriate county recorder's office to be a true and
complete copy of the original submitted for recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date.

          If, on the Closing Date as to any Trust 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" (in the case of clause (iv) solely because of a
delay caused by the recording office where such document or instrument has been
delivered for recordation), the applicable Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and Section 2.01(b) by delivering with respect to such Trust
Mortgage Loan on the Closing Date an omnibus assignment of such Trust Mortgage
Loan; provided that all required original assignments with respect to such Trust
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, not to exceed 18 months, as the Trustee in its reasonable
discretion may permit so long as the applicable Mortgage Loan Seller is, as
certified in writing to the Trustee no less often than every 90 days, attempting
in good faith to obtain from the appropriate county recorder's office such
original or photocopy).

          (d) The Trustee shall, for a fee paid to the Trustee by IXIS on the
Closing Date as to each Trust Mortgage Loan that is an IXIS Trust Mortgage Loan,
promptly (and in any event within 90 days following the later of the Closing
Date or the delivery of each assignment and UCC Financing Statement 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 such assignment of Mortgage, each such 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 Trust Mortgage Loan, in favor of the Trustee referred to in clause
(iv) of the definition of "Mortgage File" and each such UCC Financing Statement
assignment in favor of the Trustee and so delivered to the Trustee


                                      -83-



and referred to in clause (viii) of the definition of "Mortgage File." Each such
assignment and UCC Financing Statement assignment 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 assignment and UCC
Financing Statement 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
IXIS. 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 IXIS, pursuant to the applicable 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. Upon
request, 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.

          The Depositor hereby represents and warrants that with respect to the
Merrill Trust Mortgage Loans, Countrywide Trust Mortgage Loans and KeyBank Trust
Mortgage Loans, the related Mortgage Loan Seller has covenanted in the related
Mortgage Loan Purchase Agreement that it shall retain or cause to be retained,
an Independent Person (such Person, the "Recording/Filing Agent") that shall, as
to each such Trust Mortgage Loan, promptly (and in any event within 90 days
following the later of the Closing Date or the delivery of each assignment and
UCC Financing Statement to the Recording/Filing Agent) 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, each such assignment of
Mortgage, each such assignment of Assignment of Leases and any other recordable
documents relating to each such Trust Mortgage Loan in favor of the Trustee that
is referred to in clause (iv) of the definition of "Mortgage File" and each such
UCC Financing Statement assignment in favor of the Trustee that is referred to
in clause (viii) of the definition of "Mortgage File," in each case pursuant to
Section 2(d) of the related Mortgage Loan Purchase Agreement.

          (e) All documents and records in the Servicing File (except draft
documents, privileged communications, credit underwriting or due diligence
analyses, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations of the Mortgage Loan Seller) in possession of the Depositor or the
Mortgage Loan Sellers that relate to the Trust Mortgage Loans and that are not
required to be a part of a Mortgage File in accordance with the definition
thereof (including any original letter of credit that is not part of the
Mortgage File because the Master Servicer or any Sub-Servicer therefor has
possession thereof), 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. The applicable
Mortgage Loan Seller shall pay any costs of assignment or amendment of any
letter of credit related to the Trust Mortgage Loans such Mortgage Loan Seller
sold to the Depositor required in order for the Master Servicer to draw on such
letter of credit.


                                      -84-



          (f) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall deliver to the Custodian, the Master Servicer
and the Special Servicer on or before the Closing Date and hereby represents and
warrants that it has delivered a copy of a fully executed counterpart of each of
the Mortgage Loan Purchase Agreements, as in full force and effect on the
Closing Date.

          (g) The Depositor hereby consents to the filing of any UCC Financing
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 Trust Mortgage Loan and (ii) a copy of a fully executed
counterpart of each Swap Agreement and each Mortgage Loan Purchase Agreement,
all 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 Trust Mortgage Loans and other assets included
in the Trust Fund, in trust for the exclusive use and benefit of all present and
future Certificateholders. To the extent that the Mortgage File for a Trust
Mortgage Loan that is part of a Loan Combination relates to the corresponding
Non-Trust Loan, the Trustee shall also hold such Mortgage File in trust for the
use and benefit of the related Non-Trust Noteholder(s). The Trustee hereby
certifies to each of the Depositor, the Master Servicer, the Special Servicer
and each Mortgage Loan Seller that, without regard to the proviso in the
definition of "Mortgage File", each of the Specially Designated Mortgage Loan
Documents are in its possession. In addition, within 90 days after the Closing
Date, 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) to each of
the Depositor, the Master Servicer, the Special Servicer, each Mortgage Loan
Seller (with copies to the Controlling Class Representative), that, with respect
to each Trust 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 or the Custodian to be required or to the extent listed
on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan
Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii),
(iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage
File" are in its possession, (ii) all documents delivered or caused to be
delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan
Seller constituting the related Mortgage File have been reviewed by it and
appear regular on their face, appear to be executed and appear to relate to such
Trust 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 Trust 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 of a Responsible Officer 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


                                      -85-



2.02(a), that the related Mortgage File should include one state level UCC
Financing Statement filing and one local UCC Financing Statement fixture filing
for each Mortgaged Property (or with respect to any Mortgage Loan that has two
or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC
Financing Statements to be assigned to the Trust, assigning such UCC Financing
Statements to the Trust, will be delivered on the new national forms and in
recordable form and will be filed in the state of incorporation or organization
of the related Mortgagor as so indicated on the documents provided. If any
exceptions are noted to the certification delivered to the above-mentioned
recipients substantially in the form of Exhibit C, the Trustee shall, every 90
days after the delivery of such certification 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 Plurality Subordinate Certificateholder, distribute an
updated exception report to such recipients; provided that, by delivery of each
such updated exception report, the Trustee shall be deemed to have made the
certifications provided for in Exhibit C as to each Mortgage Loan or each
applicable document (that is to be covered by a certification in the form of
Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified
in such updated exception report.

          (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 Trust 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
               Trust Mortgage Loans for Document Defects and Breaches of
               Representations and Warranties.

          (a) If any party hereto discovers (without implying any duty of such
Person to make any inquiry) or receives notice that any document or documents
constituting a part of a Mortgage File with respect to a Trust Mortgage Loan 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 (without implying any duty of such Person to make any
inquiry) or receives notice of a breach of any representation or warranty
relating to any Trust Mortgage Loan set forth in Schedule I of any 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 applicable
Mortgage Loan Seller and the other parties hereto. The Trustee shall then
promptly deliver such notice to the Controlling Class Representative 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 Controlling Class Representative as provided above),
if any party hereto determines that such Document Defect or Breach materially
and adversely affects the value of the affected Trust Mortgage Loan or the
interests of the Certificateholders therein, such party shall notify the Master
Servicer and, if the subject Trust Mortgage Loan is a Specially Serviced
Mortgage Loan, the Special Servicer, of such determination and promptly after
receipt of such notice, the Master Servicer or the Special Servicer, as
applicable, shall request in writing that the applicable Mortgage Loan Seller,
not later than 90 days from receipt of such written request (or, in the case of
a Document


                                      -86-



Defect or Breach relating to a Trust Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions, not later than 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 related Mortgage Loan Purchase Agreement, (ii) repurchase
the affected Trust Mortgage Loan (which for purposes of this clause (ii) shall
include a Trust REO Loan) in accordance with Section 3(c) of the related
Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date,
substitute a Qualified Substitute Mortgage Loan for such affected Trust Mortgage
Loan (which for purposes of this clause (iii) shall include a Trust REO Loan)
and pay the Master Servicer for deposit into the Collection Account any
Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the related Mortgage Loan Purchase Agreement;
provided, however, that if such Document Defect or Breach is capable of being
cured but not within such 90 day period, such Document Defect or Breach does not
relate to the Trust 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 90 day period, the applicable Mortgage Loan Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase or (subject to clause (iii) above) replace the related Trust
Mortgage Loan (which for purposes of such repurchase or substitution shall
include a Trust REO Loan)); and provided, further, with respect to such
additional 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 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 90 day period; and provided, further, that no Document Defect (other
than with respect to a Specially Designated Mortgage Loan Document) shall be
considered to materially and adversely affect the interests of the
Certificateholders or the value of the related Trust 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 Trust Mortgage Loan, defending any claim asserted by any
Mortgagor or third party with respect to the Trust Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Trust
Mortgage Loan or for any immediate servicing obligations. In the event of a
Document Defect or Breach as to a Trust Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Trust Mortgage
Loans (each a "Crossed Loan" and, collectively, a "Crossed Loan 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 Loan 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 Loan Group for purposes of this paragraph and the
related Mortgage Loan Seller shall be required to repurchase or substitute for
all such Crossed Loans unless (1) the weighted average Debt Service Coverage
Ratio for all the remaining related Crossed Loans for the four calendar quarters
immediately preceding such repurchase or substitution is not less than the
greater of (A) the weighted average Debt Service Coverage Ratio for all such
Crossed Loans, including the affected Crossed Loan, for the four calendar
quarters immediately preceding such repurchase or substitution and (B) the
weighted average Debt Service Coverage Ratio for all such Crossed Loans,
including the affected Crossed Loan, as of the Cut-off Date, and (2) the
weighted average Loan to-Value Ratio for the remaining related Crossed Loans,
determined at the time of repurchase or substitution, based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not


                                      -87-



be greater than the lesser of (A) the weighted average Loan-to-Value Ratio for
all such Crossed Loans, including the affected Crossed Loan determined at the
time of repurchase or substitution, based upon an Appraisal obtained by the
Special Servicer at the expense of the related Mortgage Loan Seller and (B) the
weighted average Loan-to-Value Ratio for all such Crossed Loans, including the
affected Crossed Loan, as of the Cut-off Date; provided that if such criteria 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 (that is not the Crossed Loan
directly affected by the subject Document Defect or Breach) is held in the Trust
Fund; provided, further, that the repurchase or replacement of less than all
such Crossed Loans and the release from the 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 either of 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. 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 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
Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of each Crossed Loan being repurchased or
replaced 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 related Mortgage Loan Purchase Agreement, the Trustee shall on a
quarterly basis prepare and deliver electronically to the other parties an
updated exception report as to the status of such uncured Document Defects as
provided in Section 2.02(a). If the affected Trust Mortgage Loan is to be
repurchased or substituted, the Master Servicer shall designate the Collection
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 Trust Mortgage Loan shall be on a whole loan,
servicing released basis.

          Pursuant to each Mortgage Loan Purchase Agreement, to the extent that
the related Mortgage Loan Seller is required to repurchase or substitute for a
Crossed Loan thereunder while the Trustee continues to hold any other Crossed
Loan(s) in the related Crossed Loan Group, the related Mortgage Loan Seller and
the Depositor have agreed that neither such party shall enforce any remedies
against the other party's Primary Collateral, but each is permitted to exercise
remedies against the Primary Collateral securing the Crossed Loan(s) held
thereby, so long as such exercise does not materially impair the ability of the
other party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby. Notwithstanding the foregoing, each Mortgage Loan
Seller and the Depositor have agreed that if the exercise by one party would
materially impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Loan(s) held by such
party, then each such party shall forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the relevant Crossed Loans
can be modified in a manner consistent with the related Mortgage Loan Purchase
Agreement to remove the threat of material impairment as a result of the
exercise of remedies.

          (b) In connection with any repurchase or substitution of one or more
Trust Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for Release (in the form of Exhibit


                                      -88-



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 Collection Account (in
the case of any such repurchase) or the receipt of the applicable Substitution
Shortfall Amount(s) in the Collection 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 Trust Mortgage Loan or deleted Trust Mortgage Loan, as applicable,
being released pursuant to this Section 2.03, (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 (iii) 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 Trust 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 Trust Mortgage Loan(s) or deleted Trust
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 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 applicable Mortgage Loan Purchase Agreement will provide that the
applicable Mortgage Loan Seller shall be required to deliver the related
Mortgage File to the Trustee and certify that the substitute Trust 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, as applicable.
No substitution of a Qualified Substitute Mortgage Loan for a deleted Trust
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 Trust Mortgage
Loans exceeds 10% of the aggregate Cut-off Date Balance of all the Trust
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 Mortgage Loan Purchase Agreements and Section 2.03(a) of this
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 Trust Mortgage Loans purchased by the Depositor
thereunder.


                                      -89-



          (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 each Mortgage Loan Seller under
Section 3 of the related Mortgage Loan Purchase Agreement.

          Notwithstanding anything contained herein or the related Mortgage Loan
Purchase Agreement, no delay in the discovery of a Defect or Breach or delay on
the part of any party to this Agreement in providing notice of such Defect or
Breach shall relieve the related Mortgage Loan Seller of its obligations to
repurchase or substitute if it is otherwise required to do so under the related
Mortgage Loan Purchase Agreement.

          If the applicable Mortgage Loan Seller incurs any expense in
connection with the curing of a Document Defect or a Breach which also
constitutes a default under the related Trust Mortgage Loan and is reimbursable
thereunder, such Mortgage Loan Seller shall have a right, and shall be
subrogated to the rights of the Trustee and the Trust Fund, as successor to the
mortgagee, to recover the amount of such expenses from the related Mortgagor;
provided, however, that such Trust Mortgage Loan Seller's rights pursuant to
this paragraph shall be junior, subject and subordinate to the rights of the
Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent and the
Trust Fund to recover amounts owed by the related Mortgagor under the terms of
such Trust Mortgage Loan, including the rights to recover unreimbursed Advances,
accrued and unpaid interest on Advances at the Reimbursement Rate and unpaid or
unreimbursed expenses of the Trustee, the Fiscal Agent, the Trust Fund, the
Master Servicer or the Special Servicer allocable to such Trust Mortgage Loan.
The Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer, at such Mortgage Loan Seller's expense, shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standard, but taking into account the subordinate
nature of the reimbursement to the Mortgage Loan Seller; provided, however, that
the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Master
Servicer's and/or the Special Servicer's collection or recovery of principal,
interest and other sums due with respect to the related Trust Mortgage Loan
which would otherwise be payable to the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent, and the Certificateholders pursuant to the terms
of this 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.


                                      -90-



               (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.

               (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 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 Trust 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 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 Trust Mortgage
     Loans to the Trust Fund pursuant to Section 2.01(a) of this Agreement (and
     assuming that the Mortgage Loan Sellers transferred to the Depositor good
     and marketable title to their respective Mortgage Loans free and clear of
     all liens, claims, encumbrances and other interests), (A) the Depositor had
     good and marketable title to, and was the sole owner and holder of, each
     Trust Mortgage Loan; and (B) the Depositor has full right and authority to
     sell, assign and transfer the Trust Mortgage Loans and all servicing rights
     pertaining thereto.

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

          (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.


                                      -91-



          SECTION 2.05. Acceptance of REMIC I and Grantor Trusts by Trustee.

          The Trustee acknowledges the assignment to it of the Trust Mortgage
Loans and the other property comprising REMIC I, the Additional Interest and the
other property comprising Grantor Trust Z, the Excess Servicing Strip and the
other property comprising Grantor Trust E, and the Broker Strip and the other
property comprising Grantor Trust B, and declares that it holds and will hold
the same in trust for the exclusive use and benefit of: in the case of REMIC I,
all present and future Holders of the Class R-I Certificates and REMIC II as the
holder of the REMIC I Regular Interests; in the case of Grantor Trust Z, all
present and future holders of the Class Z Certificates; in the case of Grantor
Trust E, all present and future holders of the Excess Servicing Strip; and in
the case of Grantor Trust B, all present and future holders of the Broker Strip.

          SECTION 2.06. Execution, Authentication and Delivery of Class R-I
               Certificates; Issuance of REMIC I Regular Interests.

          In exchange for the assets included in REMIC I, REMIC I Regular
Interests have been issued, 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 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, the Class A-2FL REMIC II Regular Interest
and the Class A-4FL REMIC II Regular Interest have been issued, 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, together with the Class
A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular Interest,
the entire beneficial ownership of REMIC II. The rights of the holders of the
respective Classes of REMIC II Certificates, Grantor Trust A-2FL as holder of
the Class A-2FL REMIC II Regular Interest and Grantor Trust A-4FL as holder of
the Class A-4FL REMIC II Regular Interest to receive distributions from the
proceeds of REMIC II in respect of their REMIC II Certificates, the Class A-2FL
REMIC II Regular Interest or the Class A-4FL REMIC II Regular Interest, as the
case may be, and all ownership interests evidenced or constituted by the
respective Classes of REMIC II Certificates, the Class A-2FL REMIC II Regular
Interest and the Class A-4FL REMIC II Regular Interest in such distributions,
shall be as set forth in this Agreement.


                                      -92-



          SECTION 2.09. Conveyance of Class A-2FL REMIC II Regular Interest and
               Class A-4FL REMIC II Regular Interest; Acceptance of Grantor
               Trust A-2FL and Grantor Trust A-4FL 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 Class A-2FL
REMIC II Regular Interest and the Class A-4FL REMIC II Regular Interest to the
Trustee for the benefit of the Holders of the Class A-2FL Certificates and the
Holders of the Class A-4FL Certificates, respectively. The Trustee acknowledges
the assignment to it of the Class A-2FL REMIC II Regular Interest and the Class
A-4FL REMIC II Regular 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 A-2FL Certificates and Holders of the Class A-4FL
Certificates, respectively.

          SECTION 2.10. Execution, Authentication and Delivery of Class Z, Class
               A-2FL and Class A-4FL Certificates.

          Concurrently with the assignment to it of (i) the Additional Interest
and the other assets of Grantor Trust Z, (ii) the Class A-2FL REMIC II Regular
Interest and the other assets of Grantor Trust A-2FL and (iii) the Class A-4FL
REMIC II Regular Interest and the other assets of Grantor Trust A-4FL, and in
exchange therefor, 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, the Class Z Certificates, the Class A-2FL Certificates and the
Class A-4FL Certificates.


                                      -93-



                                   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 (or, in the case of any Loan Combination, for the
benefit of the Certificateholders and the related Non-Trust Noteholder(s)) in
accordance with any and all applicable laws, the terms of this Agreement, the
terms of the respective Mortgage Loans and, in the case of a Loan Combination,
the terms of the related Loan Combination Intercreditor Agreement (which, in the
event of any conflict with this Agreement, shall control), 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, and prepare, or cause to be prepared, all reports
required hereunder, except for the reports specified herein, as prepared by the
Special Servicer with respect to the Specially Serviced Mortgage Loans, 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 the Specially Serviced Mortgage Loans
and REO Properties as are specifically provided for herein; provided, further,
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), Section 6.11 and Section 6.12, the
Master Servicer and the Special Servicer each shall have full power and
authority, acting alone (or, pursuant to Section 3.22, through one or more
Sub-Servicers), 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 each of the Mortgage
Loans it is obligated to service hereunder, is hereby authorized and empowered
by the Trustee and, pursuant to each Loan Combination Intercreditor Agreement,
by the related Non-Trust Noteholder(s), to execute and deliver, on behalf of the
Certificateholders, the Trustee and each such Non-Trust Noteholder, (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, Section 6.11 and Section 6.12, 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


                                      -94-



and other defeasance documents in connection with a defeasance contemplated
pursuant to Section 3.20(i). 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 (or,
in the case of a Non-Trust Loan, solely under the related Non-Trust Noteholder'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, and that 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 or 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.

          (d) Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer, the Trustee or the Fiscal Agent make a Servicing Advance
with respect to any Non-Trust Loan to the extent the related Trust Mortgage Loan
has been paid in full or is no longer included in the Trust Fund.

          (e) Neither the Master Servicer nor the Special Servicer shall have
any liability for the failure of any Mortgage Loan Seller to perform its
obligations under the related Mortgage Loan Purchase Agreement.

          (f) The parties hereto acknowledge that each Loan Combination is
subject to the terms and conditions of the related Loan Combination
Intercreditor Agreement. The parties hereto further recognize the respective
rights and obligations of the related Non-Trust Noteholder(s) under the related
Loan Combination Intercreditor Agreement, including with respect to (i) the
allocation of collections on or in respect of the applicable Loan Combination,
and the making of payments, to such Non-Trust Noteholder(s) in accordance with
the related Loan Combination Intercreditor Agreement, (ii) the allocation of
expenses and/or losses relating to the subject Loan Combination to such
Non-Trust Noteholder(s) in accordance with the related Loan Combination
Intercreditor Agreement, and (iii) the right of a B-Noteholder or its designee
(in the case of an A/B Loan Combination) or the Glendale Galleria Pari Passu
Noteholder or a Glendale Galleria Subordinate Noteholder (in the case of the
Glendale Galleria Loan Combination) to purchase the related Trust Mortgage Loan
in accordance with the related Loan Combination Intercreditor Agreement.

          (g) With respect to any Loan Combination that includes a Trust
Mortgage Loan, in the event that either the related Trust Mortgage Loan or the
related Loan Combination REO Property (or any interest therein) is no longer an
asset of the Trust Fund and, except as contemplated in the second paragraph of
this Section 3.01(g), in accordance with the related Loan Combination
Intercreditor Agreement, the servicing and administration of such Loan
Combination and any related Loan


                                      -95-



Combination REO Property are to be governed by a separate servicing agreement
and not by this Agreement, then (either (i) with the consent or at the request
of the holders of each Mortgage Loan comprising such Loan Combination or (ii) if
expressly provided for in or pursuant to the related Loan Combination
Intercreditor Agreement) the Master Servicer and, if such Loan Combination is
then being specially serviced hereunder or the related Loan Combination
Mortgaged Property has become a Loan Combination REO Property, the Special
Servicer, shall continue to act in such capacities under such separate servicing
agreement; provided that such separate servicing agreement shall be reasonably
acceptable to the Master Servicer and/or the Special Servicer, as the case may
be, and shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to
the corresponding provisions of this Agreement, except for the fact that such
Loan Combination and the related Loan Combination Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder.

          Further, with respect to any Loan Combination that includes a Trust
Mortgage Loan, if at any time neither the related Trust Mortgage Loan nor any
related Loan Combination REO Property (or any interest therein) is an asset of
the Trust Fund, and if a separate servicing agreement with respect to such Loan
Combination or any related Loan Combination REO Property, as applicable, has not
been entered into as contemplated by the related Loan Combination Intercreditor
Agreement and the prior paragraph (for whatever reason, including the failure to
obtain any rating agency confirmation required in connection therewith pursuant
to the related Loan Combination Intercreditor Agreement), and notwithstanding
that neither the related Trust Mortgage Loan nor any related Loan Combination
REO Property (or any interest therein) is an asset of the Trust Fund, then,
unless directed otherwise by the then current holders of the Mortgage Notes
comprising such Loan Combination, the Master Servicer and, if applicable, the
Special Servicer shall continue to service and administer such Loan Combination
and/or any related Loan Combination REO Property, for the benefit of the
respective holders of such Loan Combination, under this Agreement as if such
Loan Combination or any related Loan Combination REO Property were the sole
assets subject hereto.

          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
otherwise 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, further, 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


                                      -96-



Special Servicer and the Controlling Class Representative (which consent will be
deemed granted if not denied in writing within 10 Business Days after the
Special Servicer's receipt of the Master Servicer's request for such consent),
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. The Master
Servicer, with regard to a Mortgage Loan that is not a Specially Serviced
Mortgage Loan, may waive any Default Charges in connection with any payment on
such Mortgage Loan two (2) times during any period of 12 consecutive months and
no more than four (4) times following the Closing Date, unless such Default
Charges would otherwise be payable to the Master Servicer pursuant to Section
3.26. No such additional waiver shall be permitted without the consent of the
Controlling Class Representative, which consent shall be deemed granted if not
denied in writing (which may be sent via facsimile transmission or electronic
mail) within five Business Days of such request. Notwithstanding any of the
foregoing, in the case of the Merrill Trust Mortgage Loans identified on
Schedule VII, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the failure of a Mortgagor to make any
payment of a late payment charge or demand payment of a late payment charge from
a Mortgagor, in each case prior the expiration of the grace period for Periodic
Payments, if any, set forth in the related Mortgage Loan documents.

          (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, loan agreement (if any) and Mortgage
(including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Note, loan
agreement (if any) and Mortgage (and, with respect to any Loan Combination, the
related Loan Combination Intercreditor Agreement and the documents evidencing
and securing the related Non-Trust Loan(s)) except as otherwise provided herein
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
(after reimbursement or payment, first, to the Trustee and the Fiscal Agent, and
second, to the Master Servicer or Special Servicer, as applicable, for any
unpaid Master Servicing Fee, Special Servicing Fee, Principal Recovery Fee,
liquidation expenses and related Additional Trust Fund Expenses) for purposes of
this Agreement: first, in connection with Liquidation Proceeds or Insurance
Proceeds as a recovery of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts with respect to such Mortgage Loan that were paid from
principal collections on the Mortgage Pool (including Unliquidated Advances) and
resulted in principal distributed to the Certificateholders being reduced;
second, as a recovery of any other related and unreimbursed Advances plus unpaid
interest accrued thereon; third, as a recovery of accrued and unpaid interest at
the related Mortgage Rate (net of the Master Servicing Fee 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; fourth,
as a recovery of principal of such Mortgage Loan then due and owing, including,
without limitation, by reason of acceleration of such Mortgage Loan following a
default thereunder, to the extent such amounts have not been previously
advanced; fifth, as a recovery of Default Charges due and oweing on such
Mortgage Loan; sixth, 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 and Yield Maintenance Charges; seventh, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its
entire remaining unpaid principal balance; and eighth, with respect to any ARD
Loan after its Anticipated Repayment Date, as a


                                      -97-



recovery of any unpaid Additional Interest. All amounts collected on any Trust
Mortgage Loan in the form of Liquidation Proceeds of the nature described in
clauses (iv) through (ix) of the definition thereof shall be deemed to be
applied (after reimbursement or payment first to the Fiscal Agent, second to the
Trustee and third to the Master Servicer or Special Servicer, as applicable, for
any unpaid Master Servicing Fee, Special Servicing Fee, Principal Recovery Fee,
liquidation expenses and related Additional Trust Fund Expenses): first, as a
recovery of any related and unreimbursed Advances plus unpaid interest accrued
thereon; second, as a recovery of accrued and unpaid interest at the related
Mortgage Rate (net of the Master Servicing Fee 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 of such Mortgage Loan up to its entire unpaid principal balance, to
the extent such amounts have not been previously advanced; and fourth, with
respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of
any unpaid Additional Interest. 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 Collection
Account as set forth in Section 3.05(a) from amounts so applied.

          (c) To the extent consistent with the terms of the related Mortgage
Loan and applicable law, the Master Servicer shall apply all Insurance Proceeds
and condemnation proceeds it receives on a day other than the Due Date to
amounts due and owing under the related Mortgage Loan as if such Insurance
Proceeds and condemnation proceeds were received on the Due Date immediately
succeeding the month in which such Insurance Proceeds and condemnation proceeds
were received.

          (d) 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, to the extent not included in the related CMSA
Loan Periodic Update File, 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.

          (e) 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 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


                                      -98-



retained, and shall administer such accounts in accordance with the terms of the
Mortgage Loan documents; provided that, in the case of a Loan Combination, if
the related Servicing Account includes funds with respect to any other Mortgage
Loan, then the Master Servicer shall maintain a separate sub-account of such
Servicing Account that relates solely to such Loan Combination. Each Servicing
Account with respect to a Mortgage Loan shall be an Eligible Account unless not
permitted by the terms of the applicable Mortgage Loan documents. Withdrawals of
amounts so collected from a Servicing Account may be made (to the extent of
amounts on deposit therein in respect of the related Mortgage Loan or, in the
case of clauses (iv) and (v) below, to the extent of interest or other income
earned on such amounts) only for the following purposes: (i) consistent with the
related Mortgage Loan documents, to effect the payment of real estate taxes,
assessments, insurance premiums (including premiums on any environmental
insurance policy), ground rents (if applicable) and comparable items in respect
of the respective Mortgaged Properties; (ii) insofar as the particular Escrow
Payment represents a late payment that was intended to cover an item described
in the immediately preceding clause (i) for which a Servicing Advance was made,
to reimburse the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent, as applicable, for any such Servicing Advance (provided that any
interest thereon may only be withdrawn from the Collection Account), (iii) to
refund to Mortgagors any sums as may be determined to be overages; (iv) to pay
interest, if required by law or the related Mortgage Loan documents and as
described below, to Mortgagors on balances in the respective Servicing Accounts;
(v) to pay the Master Servicer interest and investment income on balances in the
Servicing Accounts as described in Section 3.06(b), if and to the extent not
required by law or the terms of the related Mortgage Loan documents to be paid
to the Mortgagor; (vi) during an event of default under the related Mortgage
Loan, for any other purpose permitted by the related Mortgage Loan documents,
applicable law and the Servicing Standard; (vii) to withdraw amounts deposited
in error; (viii) to clear and terminate the Servicing Accounts at the
termination of this Agreement in accordance with Section 9.01; or (ix) only as,
when and 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
documents, 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 the related 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, Grantor Trust A-2FL, Grantor Trust A-4FL,
Grantor Trust Z, Grantor Trust E or Grantor Trust B.

          (b) The Master Servicer, with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans, or the Special Servicer with respect to
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 (or otherwise confirm) the payment of such items (including
renewal premiums) and, if the subject Mortgage Loan required the related
Mortgagor to escrow for such items, 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


                                      -99-



such payment for which it is responsible, the Master Servicer shall apply Escrow
Payments (at the direction of the Special 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
cause the Mortgagor to comply with 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) and/or Section 3.05(e). 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 the Special Servicer may (without implying any duty to
do so) make any Servicing Advance on a Specially Serviced Mortgage Loan or REO
Property only as may be required on an urgent or emergency basis. 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. The Special Servicer shall not be entitled to deliver such a
notice (other than for emergency Servicing Advances) more frequently than once
per calendar month (although such notice may relate to more than one Servicing
Advance). The Master Servicer will have the obligation to make any such
Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so
requested by a Special Servicer to make, within five Business Days after the
Master Servicer's receipt of such request. If the request is timely and properly
made, the Special Servicer shall be relieved of any obligations with respect to
a Servicing Advance that it so requests the Master Servicer to make with respect
to any Specially Serviced Mortgage Loan or REO Property (regardless of whether
or not the Master Servicer shall make such Servicing Advance). The Master
Servicer shall be entitled to


                                      -100-



reimbursement for any Servicing Advance made by it at the direction of a Special
Servicer, together with interest accrued thereon, at the same time, in the same
manner and to the same extent as the Master Servicer is entitled with respect to
any other Servicing Advances made thereby. 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 that any Servicing Advance
previously made with respect to a Specially Serviced Mortgage Loan or REO Loan
is a Nonrecoverable Servicing Advance. The Master Servicer shall act in
accordance with such determination.

          No later than 1:00 p.m., New York City time, on the first
Determination Date that follows the date on which it makes any Servicing
Advance, the Special Servicer shall provide the Master Servicer an Officer's
Certificate (via facsimile) setting forth the details of the Servicing Advance,
upon which the Master Servicer may conclusively rely in reimbursing the Special
Servicer. The Master Servicer shall be obligated, out of its own funds, to
reimburse the Special Servicer for any unreimbursed Servicing Advances (other
than Nonrecoverable Servicing Advances) made by the Special Servicer together
with interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Any such reimbursement, together with any
accompanying payment of interest, shall be made by the Master Servicer, by wire
transfer of immediately available funds to an account designated by the Special
Servicer, no later than the first P&I Advance Date that is at least three (3)
Business Days after the date on which the Master Servicer receives the
corresponding Officer's Certificate contemplated by the prior sentence; provided
that any such Officer's Certificate received after 1:00 p.m., New York City
time, on any particular date shall, for purposes of any such reimbursement, be
deemed received on the next succeeding Business Day. Upon its reimbursement to
the Special Servicer of any Servicing Advance and payment to the Special
Servicer of interest thereon, the Master Servicer shall for all purposes of this
Agreement be deemed to have made such Servicing Advance at the same time as the
Special Servicer actually made such Servicing Advance, and accordingly, the
Master Servicer shall be entitled to reimbursement for such Servicing Advance,
together with interest accrued thereon, at the same time, in the same manner and
to the same extent as the Master Servicer would otherwise have been entitled if
it had actually made such Servicing Advance at the time the Special Servicer
did.

          Notwithstanding the foregoing provisions of this Section 3.03(c), the
Master Servicer shall not be required to reimburse the Special Servicer for, or
to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in accordance with the Servicing Standard that such
Servicing Advance, although not characterized by the Special Servicer as a
Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall be
reimbursed to the Special Servicer pursuant to Section 3.05(a) or 3.05(e).

          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 five Business


                                      -101-



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
Collection Account pursuant to Section 3.05(a) or from a Loan Combination
Custodial Account pursuant to Section 3.05(e), as applicable, each of the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent shall be
entitled to receive, out of amounts then on deposit in the Collection Account as
provided in Section 3.05(a) or in such Loan Combination Custodial Account as
provided in Section 3.05(e), as applicable, any unpaid interest at the
Reimbursement Rate in effect from time to time, 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 Default Charges 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 Default Charges 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 Trust Mortgage Loans then on deposit in the
Collection Account or in such Loan Combination Custodial Account, as applicable;
provided that interest on Servicing Advances with respect to a Loan Combination
or any related Loan Combination Mortgaged Property shall, to the maximum extent
permitted under the related Loan Combination Intercreditor Agreement, be payable
out of amounts otherwise payable to the related B-Noteholder (in the case of an
A/B Loan Combination) or the Glendale Galleria Subordinate Noteholders (in the
case of the Glendale Galleria Loan Combination) and/or payments received from
the related B-Noteholder (in the case of an A/B Loan Combination) or the
Glendale Galleria Subordinate Noteholders (in the case of the Glendale Galleria
Loan Combination), in each case under the related Loan Combination Intercreditor
Agreement for such purpose. Subject to any exercise of the option to defer
reimbursement for Advances pursuant to Section 4.03(f), the Master Servicer
shall reimburse itself, the Special Servicer, 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 or the Special Servicer
that either 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 Officer's Certificate delivered promptly to the Trustee, the Fiscal Agent,
the Depositor and, in the case of a Loan Combination, the related Non-Trust
Noteholder(s), setting forth the basis for such determination, together with a
copy of any Appraisal (the cost of which may be paid out of the Collection
Account pursuant to Section 3.05(a) or, in the case of a Loan Combination, out
of the related Loan Combination Custodial Account pursuant to Section 3.05(e))
of the related Mortgaged Property or REO Property, as the case may be; which
Appraisal shall be obtained 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


                                      -102-



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) 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 act in accordance with any
determination made by the Master Servicer or the Special Servicer that a
Servicing Advance, if made, would be a Nonrecoverable Advance and shall be
entitled to rely, conclusively, on such determination by the Master Servicer or
the Special Servicer; provided, however, that if the Master Servicer has failed
to make a Servicing Advance for reasons other than a determination by the Master
Servicer or the Special 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. The applicable Person shall
consider Unliquidated Advances in respect of prior Servicing Advances as
outstanding Advances for purposes of recoverability determinations as if such
Unliquidated Advance were a Servicing 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; provided that,
in the case of a Loan Combination, if the related Reserve Account includes funds
with respect to any other Mortgage Loan, then the Master Servicer shall maintain
a separate sub-account of such Reserve Account that relates solely to such Loan
Combination. 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, (ii) to pay the
Master Servicer interest and investment income earned on amounts in the Reserve
Accounts if permitted under the related Mortgage Loan documents and (iii) during
an event of default under the related Mortgage Loan, for any other purpose
permitted by the related Mortgage Loan documents, applicable law and the
Servicing Standard. To the extent permitted in the applicable Mortgage Loan
documents, 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, Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor
Trust E or Grantor Trust B. 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.

          (g) Notwithstanding anything to the contrary in this Agreement, but
subject to the limitations on reimbursements in Section 4.03, the Master
Servicer may (and, at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved, shall) pay directly out
of the Collection Account or, with respect to a servicing expense relating to a
Non-Trust Loan or related to a Loan Combination Mortgaged Property, out of the
related Loan Combination Custodial Account any servicing expense that, if paid
by the Master Servicer or the Special Servicer,


                                      -103-



would constitute a Nonrecoverable Servicing Advance for the subject Mortgage
Loan or REO Property; provided that the Master Servicer (or the Special
Servicer, if a Specially Serviced Mortgage Loan or an REO Property is involved)
has determined in accordance with the Servicing Standard that making such
payment is in the best interests of the Certificateholders (as a collective
whole) (or, with respect to a Loan Combination, to the extent paid out of the
related Loan Combination Custodial Account, in the best interests of the
Certificateholders and the related Non-Trust Noteholder(s), as a collective
whole), as evidenced by an Officer's Certificate delivered promptly to the
Depositor, the Trustee and the Controlling Class Representative, setting forth
the basis for such determination and accompanied by any information that such
Person may have obtained that supports such determination. The Master Servicer
and the Special Servicer shall deliver a copy of any such Officer's Certificate
(and accompanying information) promptly to the other such Person.

          (h) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Mortgage Loan (each of which
Mortgage Loans is listed on Schedule VI hereto), the Master Servicer shall
request from the Mortgagor written confirmation thereof within a reasonable time
after the later of the Closing Date and the date as of which such plan is
required to be established or completed. To the extent any repairs, capital
improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Master Servicer shall
request from the Mortgagor written confirmation of such actions and remediations
within a reasonable time after the later of the Closing Date and the date as of
which such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(h), the Master Servicer shall determine
whether the Mortgagor has failed to perform its obligations under the respective
Mortgage Loan and report any such failure to the Special Servicer within a
reasonable time after the date as of which such operations and maintenance plan
is required to be established or executed or the date as of which such actions
or remediations are required to be or to have been taken or completed.

          SECTION 3.04. Collection Account, Interest Reserve Account, Additional
               Interest Account, Distribution Account, Gain-on-Sale Reserve
               Account, Floating Rate Account and Loan Combination Custodial
               Accounts.

          (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Collection Account"), held on behalf of the Trustee
in trust for the benefit of the Certificateholders. The Collection Account shall
be an Eligible Account. The Master Servicer shall deposit or cause to be
deposited in the Collection Account, within one Business Day of receipt of
available funds (in the case of payments by Mortgagors or other collections on
the Trust 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 Trust 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 Trust Mortgage
     Loans including Principal Prepayments;


                                      -104-



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

               (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges received in respect of the Trust Mortgage Loans;

               (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Gain-on-Sale Proceeds) received in respect of any Trust Mortgage Loan, and
     together with any amounts representing recoveries of Workout-Delayed
     Reimbursement Amounts and/or Nonrecoverable Advances in respect of the
     related Trust Mortgage Loans, in each case to the extent not otherwise
     required to be applied to the restoration of the Mortgaged Property or
     released to the related Mortgagor;

               (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 Collection 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 and Casualty/Condemnation Interest Shortfalls;

               (x) any amount paid by or on behalf of a Mortgagor to cover items
     for which a Servicing Advance has been previously made, and payments
     collected in respect of Unliquidated Advances;

               (xi) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from a Non-Trust Noteholder in
     accordance with the related Loan Combination Intercreditor Agreement; and

               (xii) any amounts required to be transferred from any Loan
     Combination Custodial Account pursuant to Section 3.05(e);

provided that, in the case of a Trust Mortgage Loan that is part of a Loan
Combination, any amounts required to be deposited in the related Loan
Combination Custodial Account, pursuant to Section 3.04(h), shall first be so
deposited therein and shall thereafter be transferred to the Collection Account
only to the extent provided in Section 3.05(e).


                                      -105-



          The foregoing requirements for deposit in the Collection 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 Collection Account. If the Master
Servicer shall deposit in the Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall promptly deliver to the Special Servicer as additional special
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) and 4.03(d)
or otherwise applied pursuant to Section 3.26) and other transaction fees or
other expenses received by the Master Servicer to which the Special Servicer is
entitled pursuant to Section 3.11 upon receipt of a certificate of a Servicing
Officer of the Special Servicer describing the item and amount. The Collection
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), (x) and (xi) of the second preceding paragraph with respect to any Trust
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 Collection Account in
accordance with the second preceding paragraph or any related Loan Combination
Custodial Account pursuant to Section 3.04(h), 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 related REO Account and remitted to
the Master Servicer for deposit into the Collection Account or any applicable
Loan Combination Custodial Account, as the case may be, 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 two
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), (b)(ii)(B) and (b)(v) of the definition thereof) for the related
Distribution Date then on deposit in the Collection Account, together with (i)
any Prepayment Premiums and/or Yield Maintenance Charges received on the Trust
Mortgage Loans during the related Collection Period, and (ii) in the case of the
final Distribution Date, any additional amounts contemplated by the second or
third, as applicable, paragraph of Section 9.01.


                                      -106-



          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 aggregate purchase price paid in connection with the
     purchase by the Master Servicer of all of the Trust Mortgage Loans and any
     REO Properties (net of any portion of such aggregate purchase price to be
     paid to any Non-Trust Noteholder(s)) pursuant to Section 9.01, exclusive of
     the portion of such amounts required to be deposited in the Collection
     Account pursuant to Section 9.01.

          If, in connection with any Distribution Date, the Trustee has reported
the amount of an anticipated distribution to the Depository based on information
reported to it by the Master Servicer pursuant to Section 3.12, and the funds
(including, but not limited to, unscheduled payments, late payments, Principal
Prepayments or Balloon Payments) remitted to it by the Master Servicer differ in
amount from what was reported to the Trustee by the Master Servicer, the Trustee
shall use commercially reasonable efforts to cause the Depository to revise the
related distribution and make such revised distribution on a timely basis on
such Distribution Date, but there can be no assurance that the Depository can do
so. The Trustee, the Master Servicer, the Special Servicer and the Fiscal Agent
shall not be liable or held responsible for any resulting delay (or claims by
the Depository resulting therefrom) in the making of such revised distribution
to the Certificateholders. In addition, if the Trustee incurs out-of-pocket
expenses, despite reasonable efforts to avoid and mitigate such expenses, as a
consequence of attempting to revise such distribution to the Depository, the
Trustee shall be entitled to reimbursement from the Trust Fund, payable from
amounts on deposit in the Distribution Account.

          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. The Trustee shall also deposit into the
Distribution Account any amounts required to be deposited by the Trustee
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Distribution Account.

          (c) The Trustee shall establish and maintain one or more accounts
(which may be sub-accounts of the Distribution Account) (collectively, the
"Interest Reserve Account"), 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 Trustee shall withdraw from the Distribution 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 Distribution Account
to be made out of general collections on the Mortgage Pool including any related
P&I Advance that was deposited in the Distribution Account). The Trustee shall
also deposit into the Interest Reserve Account any amounts required to be
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Interest
Reserve Account.

          (d) Prior to any Collection Period during which Additional Interest is
received on the Trust Mortgage Loans, and upon notification from the Master
Servicer or Special Servicer pursuant to Section 3.02(d), the Trustee shall
establish and maintain the Additional Interest Account in the name of


                                      -107-



the Trustee in trust for the benefit of the Class Z Certificateholders. The
Additional Interest Account shall be established and maintained as an Eligible
Account. Prior to each 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 on the Trust ARD Loans and any successor Trust REO
Loans with respect thereto during the applicable Collection Period. The Trustee
shall also deposit into the Additional Interest Account any amounts required to
be deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Additional
Interest Account.

          Following the distribution of Additional Interest to Class Z
Certificateholders on the first Distribution Date after which there are no
longer any Trust Mortgage Loans outstanding which pursuant to their terms could
pay Additional Interest or any successor Trust REO Loans with respect thereto,
the Trustee shall terminate the Additional Interest Account.

          (e) The Trustee shall establish (upon notice from the Special Servicer
of an event occurring that generates Gain-on-Sale Proceeds) and maintain the
Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders.
The Gain-on-Sale Reserve Account shall be an Eligible Account. The Gain-on-Sale
Reserve Account shall be maintained as a segregated account or a sub-account of
the Distribution Account, separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Trustee and other
accounts of the Trustee.

          Upon the liquidation of a Trust Specially Serviced Mortgage Loan or
the disposition of any REO Property in accordance with Section 3.09 or Section
3.18, the Special Servicer shall calculate the Gain-on-Sale Proceeds, if any,
realized in connection with such event and remit such funds to the Trustee for
deposit into the Gain-on-Sale Reserve Account. The Trustee shall deposit into
the Gain-on-Sale Reserve Account any amounts required to be deposited by the
Trustee pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Gain-on-Sale Reserve Account.

          (f) The Trustee shall establish and maintain the Floating Rate
Account, which shall consist of two sub-accounts. One of those sub-accounts (the
"Class A-2FL Sub-Account") shall be held in trust for the benefit of the Holders
of the Class A-2FL Certificates and the Class A-2FL Swap Counterparty, as their
interests may appear, and the other such sub-account (the "Class A-4FL
Sub-Account") shall be held in trust for the benefit of the Holders of the Class
A-4FL Certificates and the Class A-4FL Swap Counterparty, as their interests may
appear. The Floating Rate Account shall be established and maintained as an
Eligible Account consisting of the two sub-accounts described in the preceding
sentence or, subject to Section 3.04(g), two subaccounts of the Distribution
Account. The Trustee shall make or be deemed to have made deposits in and
withdrawals from the Floating Rate Account in accordance with the terms of this
Agreement. The Trustee shall, as and when required, deposit in the applicable
sub-account of the Floating Rate Account any amounts required to be so deposited
by the Trustee pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Floating Rate Account and,
to the extent permitted by Section 3.06, may withdraw any Net Investment
Earnings from the applicable sub-account of the Floating Rate Account. The
Trustee shall deposit into the applicable sub-account of the Floating Rate
Account (i.e., the Class A-2FL Sub-Account, in the case of clauses (i) and (iii)
of this sentence, and the Class A-4FL Sub-Account, in the case of clauses (ii)
and (iv) of this sentence): (i) all amounts distributable with respect to the
Class A-2FL REMIC II Regular Interest pursuant to Sections 4.01 and 9.01 for
each


                                     -108-



Distribution Date; (ii) all amounts distributable with respect to the Class
A-4FL REMIC II Regular Interest pursuant to Sections 4.01 and 9.01 for each
Distribution Date; (iii) upon receipt, all amounts received from the Class A-2FL
Swap Counterparty under the Class A-2FL Swap Agreement intended for distribution
on the Class A-2FL Certificates; and (iv) upon receipt, all amounts received
from the Class A-4FL Swap Counterparty under the Class A-4FL Swap Agreement
intended for distribution on the Class A-4FL Certificates.

          (g) Notwithstanding that any of the Interest Reserve Account, the
Additional Interest Account, the Gain-on-Sale Reserve Account or each
sub-account comprising the Floating Rate Account may be a sub-account of the
Distribution Account for reasons of administrative convenience, each of the
Interest Reserve Account, the Additional Interest Account, the Gain-on-Sale
Reserve Account, the Floating Rate Account and the Distribution Account shall,
for all purposes of this Agreement (including the obligations and
responsibilities of the Trustee hereunder), be considered to be and shall be
required to be treated as, separate and distinct accounts. The Trustee shall
indemnify and hold harmless the Trust Fund against any losses arising out of the
failure by the Trustee to perform its duties and obligations hereunder as if
such accounts were separate accounts. The provisions of this paragraph shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

          (h) The Master Servicer shall establish and maintain, or cause to be
established and maintained, one or more separate accounts for each Loan
Combination (collectively, as to each Loan Combination, the related "Loan
Combination Custodial Account") (which may be a sub-account of the Collection
Account), into which, subject to the related Loan Combination Intercreditor
Agreement, the Master Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than the Business Day following its receipt of
available funds) the following payments and collections received after the
Closing Date:

               (i) all payments on account of principal, including Principal
     Prepayments, on such Loan Combination;

               (ii) all payments on account of interest, including Penalty
     Interest, on such Loan Combination;

               (iii) all Prepayment Premiums, Yield Maintenance Charges and late
     payment charges on such Loan Combination;

               (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Gain-on-Sale Proceeds, and, insofar as they relate to the purchase or other
     acquisition of the related Trust Mortgage Loan that is part of such Loan
     Combination, other than Liquidation Proceeds described in clauses (iv) -
     (ix) of the definition of "Liquidation Proceeds", which amounts shall be
     required to be deposited in the Collection Account) received in respect of
     such Loan Combination and together with any amounts representing recoveries
     of Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances in
     respect of such Loan Combination, in each case to the extent not otherwise
     required to be applied to the restoration of the Mortgaged Property or
     released to the related Mortgagor;


                                     -109-



               (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 such Loan Combination Custodial
     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 to such Loan
     Combination Custodial Account from the related REO Account pursuant to
     Section 3.16(c);

               (viii) insofar as they do not constitute Escrow Payments, any
     amounts paid by or on behalf of the related Mortgagor with respect to such
     Loan Combination specifically to cover items for which a Servicing Advance
     has been made; and

               (ix) any amounts representing a reimbursement, payment and/or
     contribution due and owing to a party other than the Trust from a related
     Non-Trust Noteholder in accordance with the related Loan Combination
     Intercreditor Agreement and any amounts representing a cure payment made by
     a related Non-Trust Noteholder in accordance with the related Loan
     Combination Intercreditor Agreement.

          The foregoing requirements for deposit by the Master Servicer in a
Loan Combination Custodial Account shall be exclusive, it being understood and
agreed that actual payments from the Mortgagor(s) in the nature of Escrow
Payments, charges for beneficiary statements or demands, assumption fees,
assumption application fees, modification fees, extension fees, defeasance fees,
earn-out fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts that the Master Servicer or the Special Servicer is
entitled to retain as additional servicing compensation pursuant to Section 3.11
need not be deposited by the Master Servicer in a Loan Combination Custodial
Account. If the Master Servicer shall deposit in a Loan Combination Custodial
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Loan Combination Custodial Account. The Master
Servicer shall promptly deliver to the Special Servicer, as additional special
servicing compensation in accordance with Section 3.11(d), all assumption fees
and assumption application fees (or the applicable portions thereof) and other
transaction fees received by the Master Servicer with respect to any Loan
Combination, to which the Special Servicer is entitled pursuant to such section,
upon receipt of a written statement of a Servicing Officer of the Special
Servicer describing the item and amount. Each Loan Combination Custodial Account
shall be maintained as a segregated account, separate and apart from trust funds
created for mortgage-backed securities of other series and the other accounts of
the Master Servicer.

          Upon receipt of any of the amounts described in clauses (i) through
(iv), (viii) and (ix) of the second preceding paragraph with respect to a Loan
Combination, the Special Servicer shall promptly, but in no event later than one
Business Day after receipt, remit such amounts to the Master Servicer for
deposit into the related Loan Combination Custodial 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 or other appropriate reason. 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, unless the Special Servicer


                                     -110-



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. Any such amounts received by the Special Servicer with
respect to a Loan Combination REO Property shall initially be deposited by the
Special Servicer into the related REO Account and thereafter remitted to the
Master Servicer for deposit into the related Loan Combination Custodial Account,
all in accordance with Section 3.16(c).

          (i) Notwithstanding that any Loan Combination Custodial Account may be
a sub-account of the Collection Account for reasons of administrative
convenience, each Loan Combination Custodial Account and the Collection Account
shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and each Non-Trust
Noteholder against any losses arising out of the failure by the Master Servicer
to perform its duties and obligations hereunder as if such accounts were
separate accounts. The provisions of this paragraph shall survive any
resignation or removal of the Master Servicer and appointment of a successor
master servicer.

          (j) Funds in the Collection Account, the Distribution Account, any
Loan Combination Custodial Account, the Gain-on-Sale Reserve Account, the
Interest Reserve Account, the Floating Rate Account and the Additional Interest
Account may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall give written notice to the
Trustee, the Special Servicer and the Rating Agencies of the location of the
Collection Account and any Loan Combination Custodial Account as of the Closing
Date and of the new location of each such 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 Collection Account, the
                        Interest Reserve Account, the Additional Interest
                        Account, the Floating Rate Account, the Distribution
                        Account and the Loan Combination Custodial Accounts.

          (a) The Master Servicer may, from time to time, make withdrawals from
the Collection 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 in respect of any Trust Mortgage
     Loan or Trust REO Loan (exclusive of any Trust Mortgage Loan that is part
     of a Loan Combination and any successor Trust REO Loan with respect
     thereto), the Fiscal Agent's, the Trustee's and the 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 (net of related Master Servicing Fees) and
     principal (net of any related Workout Fee or Principal Recovery Fee)


                                     -111-



     received in respect of the particular Trust Mortgage Loan or Trust REO Loan
     (exclusive of any Trust Mortgage Loan that is part of a Loan Combination or
     any successor Trust REO Loan with respect thereto) as to which such P&I
     Advance was made; provided, however, that if such P&I Advance becomes a
     Workout-Delayed Reimbursement Amount, then such P&I Advance shall
     thereafter be reimbursed from the portion of general collections and
     recoveries on or in respect of the Trust Mortgage Loans and related REO
     Properties on deposit in the Collection Account from time to time that
     represent principal to the extent provided in clause (vii) below (to be
     allocated between the Loan Groups as set forth in Section 1.02);

               (iii) to pay to itself and/or the holder of the Excess Servicing
     Strip earned and unpaid Master Servicing Fees, as allocable between the
     Master Servicer and such holder (if different from the Master Servicer), in
     respect of each Trust Mortgage Loan and Trust REO Loan (other than a Trust
     Mortgage Loan that is part of a Loan Combination and any successor Trust
     REO Loan with respect thereto), the Master Servicer's right to payment
     pursuant to this clause (iii) with respect to any such Trust Mortgage Loan
     or Trust REO Loan being limited to amounts received on or in respect of
     such Trust Mortgage Loan (whether in the form of payments, Liquidation
     Proceeds or Insurance Proceeds) or such Trust 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 Trust Specially Serviced Mortgage Loan
     and Trust 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 Trust Specially Serviced Mortgage Loan, Trust Corrected
     Mortgage Loan and/or Trust REO Loan (in each case other than a Trust
     Mortgage Loan that is part of a Loan Combination or any successor Trust REO
     Loan with respect thereto), in the amounts and from the sources
     contemplated by Section 3.11(c);

               (vi) to reimburse the Fiscal Agent, the Trustee, the Special
     Servicer, or itself, in that order (with reimbursements to the Special
     Servicer and Master Servicer to be made concurrently on a pro rata basis),
     for any unreimbursed Servicing Advances in respect of any Trust Mortgage
     Loan, Trust REO Loan or related REO Property (other than a Trust Mortgage
     Loan that is part of a Loan Combination or any successor Trust REO Loan
     with respect thereto or any related REO Property), the Fiscal Agent's, the
     Trustee's, the Special Servicer's and the Master Servicer's respective
     rights to reimbursement pursuant to this clause (vi) with respect to any
     Servicing Advance being limited first to payments made by or on behalf of
     the related Mortgagor that are allocable to such Servicing Advance, and
     then 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; provided, however,
     that if such Servicing Advance becomes a Workout-Delayed Reimbursement
     Amount, then such Servicing Advance shall thereafter be reimbursed from the
     portion of general collections and recoveries on or in respect of the Trust
     Mortgage Loans and related REO Properties on deposit in the Collection
     Account from time to time that represent collections or recoveries of
     principal to the extent provided in clause (vii) below (to be allocated
     between the Loan Groups as set forth in Section 1.02);


                                     -112-



               (vii) (A) to reimburse the Fiscal Agent, the Trustee, the Special
     Servicer or itself, in that order (except that reimbursements to the
     Special Servicer and Master Servicer shall be made concurrently on a pro
     rata basis), for any unreimbursed Advances that have been or are determined
     to be (1) Nonrecoverable Advances with respect to any Trust Mortgage Loan
     or any related REO Property first, out of REO Revenues, Liquidation
     Proceeds and Insurance Proceeds received on the related Trust Mortgage
     Loan, then, out of the principal portion of general collections on the
     Mortgage Pool (to be allocated between the Loan Groups as set forth in
     Section 1.02), then, to the extent the principal portion of general
     collections is insufficient and with respect to such excess only, subject
     to any exercise of the sole option to defer reimbursement thereof pursuant
     to Section 4.03(f), out of other collections on the Trust Mortgage Loans
     and related REO Properties, and/or (2) Workout-Delayed Reimbursement
     Amounts, out of the principal portion of the general collections on the
     Mortgage Pool (to be allocated between the Loan Groups as set forth in
     Section 1.02), net of such amounts being reimbursed pursuant to (1) above,
     together with, in the case of a Nonrecoverable Advance, interest thereon
     being paid pursuant to clause (viii) below, or (B) to pay itself, with
     respect to any Trust Mortgage Loan or related REO Property (other than a
     Trust Mortgage Loan that is part of a Loan Combination or any successor
     Trust REO Loan or 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 Trust Mortgage Loan
     or related REO Property and the deposit into the Collection Account of all
     amounts received in connection therewith;

               (viii) at such time as it reimburses the Fiscal Agent, the
     Trustee, the Special Servicer or itself, in that order, for any
     unreimbursed Advance (excluding any such Advance that constitutes a
     Workout-Delayed Reimbursement Amount for which interest was paid under
     clause (vii) above) pursuant to clause (ii), (vi) or (vii) above, to pay
     the Fiscal Agent, the Trustee, the Special Servicer or itself, as the case
     may be, in that order (except that payments to the Special Servicer and
     Master Servicer shall be made concurrently on a pro rata basis), any unpaid
     interest accrued and payable thereon in accordance with Section 3.03(c),
     3.03(d) or 4.03(d), as applicable; the Master Servicer's, the Special
     Servicer's, the Trustee's and/or the Fiscal Agent's right to payment
     pursuant to this clause (viii) with respect to interest on any Advance
     being permitted to be satisfied (A) in the case of interest on an Advance
     that has been or is determined to be a Nonrecoverable Advance, out of the
     sources out of which the related Advance may be satisfied as provided in
     clause (vii) above, as the case may be, and (B) in the case of interest on
     an Advance that has not been determined to be a Nonrecoverable Advance, (1)
     out of Default Charges collected on or in respect of the related Trust
     Mortgage Loan or Trust REO Loan during the Collection Period in which such
     Advance is reimbursed (the use of such Default Charges to be allocated
     pursuant to Section 3.26), and (2) to the extent that the Default Charges
     described in the immediately preceding clause (1) are insufficient, but
     only at the same time or after such Advance has been reimbursed, out of
     general collections on the Trust Mortgage Loans and any related REO
     Properties on deposit in the Collection Account;

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

               (x) (A) to pay itself, as additional servicing compensation in
     accordance with Section 3.11(b), (1) interest and investment income earned
     in respect of amounts held in the


                                     -113-



     Collection Account as provided in Section 3.06(b), but only to the extent
     of the Net Investment Earnings with respect to the Collection Account for
     any Investment Period; and (2) any Prepayment Interest Excesses (after
     deduction of the amounts required to be deposited by the Master Servicer in
     the Collection Account for the related Distribution Date pursuant to
     Section 3.19(a) in connection with Prepayment Interest Shortfalls and
     Casualty/Condemnation Interest Shortfalls); and (B) to pay itself and the
     Special Servicer, as additional servicing compensation in accordance with
     Sections 3.11(b) and 3.11(d), respectively, Default Charges to the extent
     provided in clause seventh of Section 3.26(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), to the extent such cost is not required to be
     advanced hereunder;

               (xii) to pay itself, the Special Servicer, the Depositor, or any
     of their respective Affiliates, directors, partners, members, managers,
     shareholders, officers, employees or 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 other experts
     contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
     Counsel contemplated by Sections 3.09(b)(ii), 3.20(b) and 11.02(a), (C) the
     cost of an Opinion of Counsel contemplated by Section 11.01(a), 11.01(b) 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 Plurality Subordinate Certificateholder (or the
     Controlling Class Representative) or any other Person, as the case may be,
     with respect to each Trust 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 pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, to a Non-Trust Noteholder, any amount
     (other than normal monthly payments) specifically payable or reimbursable
     to such party by the Trust, in its capacity as holder of the related Trust
     Mortgage Loan that is a part of the related Loan Combination or any
     successor REO Loan with respect thereto, pursuant to the terms of the
     related Loan Combination Intercreditor Agreement;

               (xvi) to reimburse the Fiscal Agent, the Trustee, the Master
     Servicer and/or the Special Servicer, as applicable, for unreimbursed
     Advances, unpaid Master Servicing Fees and/or any unpaid interest on any
     Advances, but only to the extent that such items relate to a Trust Mortgage
     Loan that is part of a Loan Combination or any successor Trust REO Loan,
     each such party's respective rights to reimbursement pursuant to this
     clause (xvi) being limited to amounts on deposit in the Collection Account
     that represent Liquidation Proceeds described in clauses (iv) through (ix)
     of the definition thereof; provided that, such items may only be reimbursed
     to any party pursuant to this clause (xvi) if and to the extent that such
     items have not been or are not simultaneously being reimbursed to such
     party pursuant to Section 3.05(e); and


                                     -114-



     provided, further, that the amount of any unpaid Master Servicing Fees,
     unreimbursed Advances and/or unpaid interest on Advances reimbursable to
     any party pursuant to this clause (xvi) shall be reduced by any related
     unpaid Master Servicing Fees, unreimbursed Advances and unpaid interest on
     Advances in respect of the subject Trust Mortgage Loan or Trust REO Loan
     which, following the purchase or sale from which the subject Liquidation
     Proceeds have been derived, will continue to be payable or reimbursable
     under the related Loan Combination Intercreditor Agreement and/or any
     successor servicing agreement with respect to the related Loan Combination
     to the Master Servicer and/or the Special Servicer (and which amounts shall
     no longer be payable hereunder) if the Master Servicer and/or the Special
     Servicer has agreed to continue acting as a master servicer or special
     servicer, as the case may be, of the related Loan Combination following the
     removal of the related Trust Mortgage Loan from the Trust Fund;

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

               (xviii) [RESERVED];

               (xix) to pay the cost of any Environmental Assessment (to the
     extent not otherwise advanced pursuant to Section 3.09(c)) or any remedial,
     corrective or other action pursuant to Section 3.09(c);

               (xx) to withdraw any amounts deposited in error;

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

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

          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 Collection Account pursuant to clauses (ii)-(xix) above and
such records shall be sufficient to determine the amounts attributable to REMIC
I.

          The Master Servicer shall pay to the Special Servicer, the Trustee or
the Fiscal Agent, on each P&I Advance Date from the Collection Account amounts
permitted to be paid to the Special Servicer, the Trustee or the Fiscal Agent
therefrom based on a certificate of a Servicing Officer of the Special Servicer
or of a Responsible Officer of the Trustee or the Fiscal Agent, received not
later than 1:00 p.m. (New York City time) on the immediately preceding
Determination Date and describing the item and amount to which the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, 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 substantiating any request for withdrawal from the Collection 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-


                                     -115-



by-loan and property-by-property basis, for the purpose of substantiating any
request for withdrawal from the Collection Account for reimbursements of
Advances or interest thereon.

          In connection with any payments required to be made to a Non-Trust
Noteholder in accordance with Section 3.05(a)(xv), the Master Servicer may
request a written statement from such Non-Trust Noteholder, describing the
nature and amount of the item for which such party is seeking payment or
reimbursement and setting forth the provision(s) of the related Loan Combination
Intercreditor Agreement pursuant to which such party believes it is entitled to
reimbursement; provided that the Master Servicer may not condition payments
required to be made to a Non-Trust Noteholder in accordance with Section
3.05(a)(xv) upon receipt of such a written statement (other than as permitted
under the related Loan Combination Intercreditor Agreement); and provided,
further, that to the extent such a written statement from a Non-Trust Noteholder
is received by the Master Servicer, the Master Servicer may conclusively rely,
absent manifest error and consistent with the Servicing Standard, upon such
statement as to the nature and amount of the item for which reimbursement is
sought.

          (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 and
     the Floating Rate Account, on each Distribution Date, pursuant to Section
     4.01 or 9.01, as applicable;

               (ii) to pay itself or any of its directors, officers, employees
     and agents, as the case may be, any amounts payable or reimbursable to any
     such Person pursuant to Section 8.05;

               (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 (iv) of the definition of "Disqualified
     Organization", (B) as contemplated by Section 3.20(b), 9.02(a) and
     10.01(h), or (C) as contemplated by Section 11.01(a), 11.01(b) 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);

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

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

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


                                     -116-



               (ix) to pay itself interest and investment income earned in
     respect of amounts held in the Distribution Account as provided in Section
     3.06(b), but only to the extent of the Net Investment Earnings with respect
     to the Distribution Account for any Investment Period; and

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

          (c) The Trustee shall on each Distribution Date to occur in March of
each year, prior to any distributions required to be made to Certificateholders
on such date, 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 February and, if applicable,
January of that year.

          (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).

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

               (i) to make remittances on each P&I Advance Date (or, with
     respect to a Non-Trust Noteholder, on such earlier or later date as
     provided for in the related Loan Combination Intercreditor Agreement) to
     the related Non-Trust Noteholder(s) and to the Trust in accordance with the
     related Loan Combination Intercreditor Agreements, such remittances to the
     Trust to be made to the Collection Account;

               (ii) to reimburse the Fiscal Agent, the Trustee and itself, in
     that order, for unreimbursed P&I Advances made with respect to the related
     Trust Mortgage Loan that is part of the related Loan Combination or any
     successor Trust REO Loan, the Fiscal Agent's, the Trustee's and the Master
     Servicer's right to reimbursement pursuant to this clause (ii) with respect
     to any P&I Advance (other than any P&I Advance that has been or is
     determined to be a Nonrecoverable Advance, which shall be reimbursed in the
     manner contemplated in Section 3.05(a)(vii)) being limited to amounts that
     represent Late Collections of interest (net of related Master Servicing
     Fees) and principal (net of any related Workout Fee or Principal Recovery
     Fee) received in respect of the related Trust Mortgage Loan that is part of
     the related Loan Combination or any successor Trust REO Loan; provided,
     however, that if such P&I Advance becomes a Workout-Delayed Reimbursement
     Amount, then such P&I Advance shall thereafter be reimbursed in the manner
     contemplated in Section 3.05(a)(vii);

               (iii) to pay to itself and/or the holder of the Excess Servicing
     Strip earned and unpaid Master Servicing Fees (as allocable between the
     Master Servicer and such holder (if different from the Master Servicer)) in
     respect of the related Loan Combination (including, without limitation, any
     successor REO Loans comprising such), the Master Servicer's right to
     payment pursuant to this clause (iii) with respect to the related Loan
     Combination (including, without limitation, any successor REO Loans
     comprising such) being limited to amounts received on or in respect of such
     Mortgage Loans (whether in the form of payments, Liquidation


                                     -117-



     Proceeds or Insurance Proceeds) or such REO Loans (whether in the form of
     REO Revenues, Liquidation Proceeds or Insurance Proceeds) that are
     allocable as a recovery of interest thereon;

               (iv) [RESERVED];

               (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) earned and unpaid Special Servicing Fees, Workout Fees
     and/or Principal Recovery Fees in respect of the related Loan Combination
     in the amounts provided in Section 3.11(c) and out of the collections
     contemplated by the applicable Loan Combination Intercreditor Agreement;

               (vi) to reimburse the Fiscal Agent, the Trustee, the Special
     Servicer or itself, in that order (with reimbursements to the Special
     Servicer and Master Servicer to be made concurrently on a pro rata basis),
     for any unreimbursed Servicing Advances in respect of the related Loan
     Combination or any related Loan Combination REO Property, the Fiscal
     Agent's, the Trustee's, the Special Servicer'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 or on
     behalf of the related Mortgagor and cure payments that are allocable to
     such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds and,
     if applicable, REO Revenues received in respect of the related Loan
     Combination or any related Loan Combination REO Property; provided,
     however, that if such Servicing Advance becomes a Workout-Delayed
     Reimbursement Amount, then such Servicing Advance shall thereafter be
     reimbursed in the manner contemplated in Section 3.05(a)(vii);

               (vii) to reimburse the Fiscal Agent, the Trustee, the Special
     Servicer or itself, in that order (except that reimbursements to the
     Special Servicer and Master Servicer shall be made concurrently on a pro
     rata basis), for any unreimbursed Servicing Advances in respect of the
     related Loan Combination or any related Loan Combination REO Property that
     have been or are determined to be Nonrecoverable Advances out of REO
     Revenues, Liquidation Proceeds and Insurance Proceeds received on such Loan
     Combination or any related Loan Combination REO Property; provided that if
     REO Revenues, Liquidation Proceeds and Insurance Proceeds received on the
     related Loan Combination or any related Loan Combination REO Property are
     insufficient, then such Servicing Advance shall be reimbursed in the manner
     contemplated in Section 3.05(a)(vii);

               (viii) at such time as it reimburses the Fiscal Agent, the
     Trustee, the Special Servicer or itself, in that order, for any
     unreimbursed Advance pursuant to clause (ii), (vi) or (vii) above, to pay
     the Fiscal Agent, the Trustee, the Special Servicer or itself, as the case
     may be, in that order (except that payments to the Special Servicer and
     Master Servicer shall be made concurrently on a pro rata basis), any unpaid
     interest accrued and payable thereon in accordance with Section 3.03(d) or
     4.03(d), as applicable; the Master Servicer's, Special Servicer's,
     Trustee's and/or Fiscal Agent's right to payment pursuant to this clause
     (viii) with respect to interest on any Advance being permitted to be
     satisfied (A) out of Default Charges collected on or in respect of the
     related Loan Combination, during the Collection Period in which such
     Advance is reimbursed (the use of such Default Charges to be allocated
     pursuant to Section 3.26), (B) to the extent that the Default Charges
     described in the immediately preceding clause (A) are insufficient, but
     only at the same time or after such Advance has been reimbursed, out of


                                     -118-



     general collections on the Loan Combination and any related Loan
     Combination REO Property on deposit in such Loan Combination Custodial
     Account, and (C) if general collections on the related Loan Combination and
     any related Loan Combination REO Property on deposit in such Loan
     Combination Custodial Account are insufficient and such Advance has been or
     is determined to be a Nonrecoverable Advance, out of the sources out of
     which the related Advance may be reimbursed as provided in Section
     3.05(a)(vii);

               (ix) to pay for property inspection costs and expenses incurred
     by the Trust Fund as an Additional Trust Fund Expense pursuant to Section
     3.12(a), to the extent such costs and expenses relate to the related Loan
     Combination Mortgaged Property;

               (x) (A) to pay itself, as additional servicing compensation in
     accordance with Section 3.11(b), (1) interest and investment income earned
     in respect of amounts held in such Loan Combination Custodial Account as
     provided in Section 3.06(b), but only to the extent of the Net Investment
     Earnings with respect to such Loan Combination Custodial Account for any
     Investment Period; and (2) any Prepayment Interest Excess with respect to
     the Trust Mortgage Loan that is part of the related Loan Combination (after
     deduction of the amounts required to be deposited by the Master Servicer in
     the Collection Account for the related Distribution Date pursuant to
     Section 3.19(a) in connection with Prepayment Interest Shortfalls and
     Casualty/Condemnation Interest Shortfalls); and (B) to pay itself and the
     Special Servicer, as additional servicing compensation in accordance with
     Sections 3.11(b) and 3.11(d), respectively, Default Charges with respect to
     such Loan Combination to the extent provided in clause seventh of Section
     3.26(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), to the extent those costs relate to such Loan
     Combination and/or the related Loan Combination Mortgaged Property;

               (xii) to pay itself, the Special Servicer, the Depositor, or any
     of their respective Affiliates, directors, partners, members, managers,
     shareholders, officers, employees or agents, as the case may be, any
     amounts payable to any such Person pursuant to Section 6.03, to the extent
     such amounts relate to such Loan Combination and/or the related Loan
     Combination Mortgaged Property;

               (xiii) to pay for (A) the advice of counsel and other experts
     contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
     Counsel contemplated by Sections 3.09(b)(ii), 3.20(b) and 11.02(a), and (C)
     the cost of recording the related Loan Combination Intercreditor Agreement
     and any required opinion of counsel related thereto and, to the extent
     applicable pursuant to Section 11.02(a), the allocable portion of the cost
     of the Opinion of Counsel contemplated by Section 11.02(a) and, in the case
     of each of (A) and (B) preceding, to the extent such amounts relate to such
     Loan Combination and/or the related Loan Combination Mortgaged Property;

               (xiv) to pay itself, the Special Servicer, the related Mortgage
     Loan Seller, the Plurality Subordinate Certificateholder or any other
     Person, as the case may be, with respect to the related Trust Mortgage Loan
     in such Loan Combination, if previously purchased by such


                                     -119-



     Person pursuant to this Agreement, all amounts received thereon subsequent
     to the date of purchase;

               (xv) [RESERVED];

               (xvi) to pay the cost of any Environmental Assessment (to the
     extent not otherwise advanced pursuant to Section 3.09(c)) or any remedial,
     corrective or other action pursuant to Section 3.09(c), to the extent such
     costs relate to such Loan Combination and/or the related Loan Combination
     Mortgaged Property;

               (xvii) to withdraw any amounts deposited in error;

               (xviii) to withdraw any other amounts that this Agreement
     expressly provides may be withdrawn from such Loan Combination Custodial
     Account; and

               (xix) to clear and terminate such Loan Combination Custodial
     Account at the termination of this Agreement pursuant to Section 9.01.

          Any party that makes delinquency advances similar to P&I Advances
under any Glendale Galleria Pari Passu Non-Trust Loan Securitization Agreement
with respect to the Glendale Galleria Pari Passu Non-Trust Loan shall be
entitled to be reimbursed for such advance, together with interest accrued
thereon, out of collections in respect of the Glendale Galleria Loan Combination
in a manner similar to the manner in which the Fiscal Agent, the Trustee and the
Master Servicer are entitled to be reimbursed (with interest) for P&I Advances
with respect to the Glendale Galleria Mortgage Loan pursuant to this Section
3.05(e) out of collections in respect of the Glendale Galleria Loan Combination.

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

          The Master Servicer shall, on or before 12:00 PM (New York City time)
on each P&I Advance Date (or, if a different date and/or time is provided under
or pursuant to the related Loan Combination Intercreditor Agreement with respect
to remittances to be made to a Non-Trust Noteholder, such other date and/or
time), remit to the Trust and the related Non-Trust Noteholder(s), such amounts
as are distributable in respect of each Mortgage Loan that is part of a Loan
Combination (or any successor REO Loan with respect thereto) pursuant to the
corresponding Loan Combination Intercreditor Agreement, such remittances to the
Trust to be made to the Collection Account and such remittances to the related
Non-Trust Noteholder(s) to be made by wire transfer to the respective accounts
designated by such Non-Trust Noteholder(s) pursuant to the related Loan
Combination Intercreditor Agreements.

          The Master Servicer shall pay to the Special Servicer, the Trustee or
the Fiscal Agent on each P&I Advance Date from any Loan Combination Custodial
Accounts amounts permitted to be paid to the Special Servicer, the Trustee or
the Fiscal Agent therefrom based on a certificate of a Servicing Officer of the
Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent
received not later than 1:00 p.m. (New York City time) on the immediately
preceding Determination Date and describing the item and amount to which the
Special Servicer, the Trustee or the Fiscal Agent, as the


                                     -120-



case may be, 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 substantiating any request for
withdrawal from a Loan Combination Custodial Account. With respect to each
Mortgage Loan for which it makes an Advance, each of 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
substantiating any request for withdrawal from a Loan Combination Custodial
Account for reimbursements of Advances or interest thereon.

          If and to the fullest extent that it is permitted to do so pursuant to
the related Loan Combination Intercreditor Agreement, the Master Servicer shall,
consistent with the Servicing Standard, seek payment from the related
B-Noteholder (in the case of an A/B Loan Combination) or the Glendale Galleria
Pari Passu Noteholder and the Glendale Galleria Subordinate Noteholders (in the
case of the Glendale Galleria Loan Combination), to cover (or to reimburse the
Trust for the payment of) any cost or expense, including the reimbursement of
Advances and the payment of interest thereon, with respect to such Loan
Combination or any related REO Property that is not (but, subject to available
funds, would have been permitted to be) paid out of amounts otherwise payable to
such B-Noteholder (in the case of an A/B Loan Combination) or the Glendale
Galleria Pari Passu Noteholder and/or the Glendale Galleria Subordinate
Noteholders (in the case of the Glendale Galleria Loan Combination).

          (f) In addition, the Trustee may from time to time, make withdrawals
from the Gain-on-Sale Reserve Account, the Additional Interest Account and the
Interest Reserve Account to pay itself interest and investment income earned in
respect of amounts held in the Gain-on-Sale Reserve Account, the Additional
Interest Account and the Interest Reserve Account, respectively, as provided in
Section 3.06(b), but in each case only to the extent of the Net Investment
Earnings with respect to the Gain-on-Sale Reserve Account, the Additional
Interest Account and the Interest Reserve Account, respectively, for any
Investment Period.

          (g) The Trustee may, from time to time, make withdrawals from the
Floating Rate Account for (but only for) the following purposes:

               (i) solely to the extent of amounts on deposit in the Class A-2FL
     Sub-Account, to make payments to the Class A-2FL Swap Counterparty pursuant
     to Section 3.29(d);

               (ii) solely to the extent of amounts on deposit in the Class
     A-2FL Sub-Account, to make distributions to the Holders of the Class A-2FL
     Certificates on each Distribution Date pursuant to Section 4.01(c);

               (iii) solely to the extent of amounts on deposit in the Class
     A-4FL Sub-Account, to make payments to the Class A-4FL Swap Counterparty
     pursuant to Section 3.29(d);

               (iv) solely to the extent of amounts on deposit in the Class
     A-4FL Sub-Account, to make distributions to the Holders of the Class A-4FL
     Certificates on each Distribution Date pursuant to Section 4.01(c);


                                     -121-



               (v) to pay itself Net Investment Earnings earned on funds held in
     the Floating Rate Account;

               (vi) to pay to the Persons entitled thereto any amounts deposited
     in the Floating Rate Account in error; and

               (vii) to clear and terminate the Floating Rate Account pursuant
     to Section 9.01.

          It is hereby acknowledged that amounts on deposit in the Class A-2FL
Sub-Account as of any Distribution Date and available for such purposes shall be
applied to make any payments to the Class A-2FL Swap Counterparty pursuant to,
and subject to the limitations and conditions set forth in, Section 3.29(d),
prior to being applied to make distributions to the Holders of the Class A-2FL
Certificates pursuant to Section 4.01(c).

          It is hereby acknowledged that amounts on deposit in the Class A-4FL
Sub-Account as of any Distribution Date and available for such purposes shall be
applied to make any payments to the Class A-4FL Swap Counterparty pursuant to,
and subject to the limitations and conditions set forth in, Section 3.29(d),
prior to being applied to make distributions to the Holders of the Class A-4FL
Certificates pursuant to Section 4.01(c).

          SECTION 3.06. Investment of Funds in the Servicing Accounts, the
               Reserve Accounts, the Collection Account, the Distribution
               Account, the Floating Rate Account, the Loan Combination
               Custodial Accounts, the Additional Interest Account, the
               Gain-on-Sale Reserve Account and the REO Accounts.

          (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Collection
Account or a Loan Combination Custodial Account (each, for purposes of this
Section 3.06, an "Investment Account"), the Special Servicer may direct in
writing any depository institution maintaining an REO Account (also, for
purposes of this Section 3.06, an "Investment Account"), and the Trustee may
direct in writing any depository institution maintaining the Distribution
Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the
Additional Interest Account and the Interest Reserve Account (each 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. 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
Collection Account or the Loan Combination Custodial Accounts) and the Special
Servicer (with respect to Permitted Investments of amounts in the REO Accounts),
on behalf of the Trustee, and the Trustee (with respect to Permitted Investments
of amounts in the Distribution Account, the Floating Rate Account, the
Gain-on-Sale Reserve Account, the Additional Interest Account and the Interest
Reserve Account) shall (and in the case of the Master Servicer and the Special
Servicer, the Trustee hereby designates the Master Servicer and the Special
Servicer, as


                                     -122-



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, the Special Servicer or the Trustee 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 Collection Account, the Loan Combination Custodial Accounts,
the Servicing Accounts and the Reserve Accounts), the Special Servicer (in the
case of the REO Accounts) or the Trustee (in the case of the Distribution
Account, the Floating Rate Account, the Gain-on-Sale Reserve Account, the
Additional Interest Account and the Interest Reserve 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, the Special Servicer or the Trustee,
     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 Collection Account
or the Loan Combination Custodial Accounts, interest and investment income
realized on funds deposited therein, to the extent of the related Net Investment
Earnings, if any, for each Investment 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 any REO Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Investment 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). Whether or not the Trustee directs the
investment of funds in the Distribution Account, the Floating Rate Account, the
Gain-on-Sale Reserve Account, the Additional Interest Account and the Interest
Reserve Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for each
Investment Period, shall be for the sole and exclusive benefit of the Trustee
and shall be subject to its withdrawal in accordance with Section 3.05(b) or
3.05(f), as applicable. 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 Collection
Account and the Loan Combination Custodial Accounts, 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), the
Special Servicer (in the case of the REO Accounts) and the Trustee (in the case
of the Distribution Account, the Floating Rate Account, the Gain-on-Sale Reserve
Account, the Additional Interest Account and the Interest Reserve Account) shall
promptly deposit therein from its own funds, without right of reimbursement, no
later than the end of the Investment Period during which such loss was incurred,
the amount of the Net Investment Loss, if any, for such Investment Period.


                                     -123-



          (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 25% 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 each of the Mortgage Loans,
including Specially Serviced Mortgaged Loans, and the Special Servicer, with
respect to REO Properties, shall use reasonable efforts, consistent with the
Servicing Standard, to cause the Mortgagor to maintain, to the extent required
by the terms of the related Mortgage Loan documents, or if the Mortgagor does
not maintain, shall itself maintain 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 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 Special
Servicer may require that earthquake insurance be secured for one or more
Serviced Mortgaged Properties at the expense of the Trust Fund (including the
Special Servicer's costs and expenses incurred in obtaining such insurance).
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 required of
the Mortgagor under the related Mortgage as of the Closing Date; 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 (and, in the case of a Loan
Combination, the related Non-Trust Noteholder(s)) (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


                                     -124-



provisions; (v) 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 Master Servicer or the Special Servicer shall
not be required to obtain, and shall not be in default hereunder for failing to
obtain, any insurance coverage 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 the
Master Servicer or the Special Servicer, as applicable, shall obtain such
insurance from the next highest rated insurer offering such insurance at
commercially reasonable rates); (c) subject to the prior approval of the
Controlling Class Representative (which approval is deemed granted if not denied
within 10 Business Days after its receipt of the Master Servicer's or the
Special Servicer's request for such approval), such insurance is not available
at commercially reasonable rates and, as determined by the Master Servicer or
the Special Servicer following due inquiry conducted in a manner consistent with
the Servicing Standard, 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 the then
current market rates); or (d) the Trustee does not have an insurable interest in
the related Mortgaged Property or REO Property. 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 Collection Account,
subject to withdrawal pursuant to Section 3.05(a), in the case of amounts
received in respect of a Mortgage Loan (other than a Loan Combination), or in
the related Loan Combination Custodial Account, subject to withdrawal pursuant
to Section 3.05(e), in the case of amounts received in respect of a Loan
Combination, or in the applicable 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.

          Notwithstanding the foregoing, with respect to the Mortgage Loans
which either (x) require the Mortgagor to maintain "all risk" property insurance
(and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Mortgage Loan reasonably
requires from time to time in order to protect its interests, the Master
Servicer will be required to (A) use reasonable efforts to monitor whether the
insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the
risks specified in the Additional Exclusions or provide an explanation as to its
reasons for failing to purchase such insurance and (C) notify the Special
Servicer if any insurance policy contains Additional Exclusions or if any
Mortgagor fails to purchase the insurance requested to be purchased by the
Master Servicer pursuant to clause (B) above. If the Special Servicer determines
in accordance with the Servicing


                                     -125-



Standard that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall cause
such insurance to be maintained. Furthermore, the Special Servicer shall inform
the Rating Agencies as to such conclusions for those Mortgage Loans that (i)
have one of the 10 highest outstanding Stated Principal Balances of all of the
Mortgage Loans then included in the Trust Fund or (ii) comprise more than 5% of
the outstanding Stated Principal Balance of the Mortgage Loans then included in
the Trust Fund (and, if a Loan Combination satisfies clause (i) and/or clause
(ii), the Special Servicer shall also inform the related Non-Trust Noteholder(s)
as to such conclusion). During the period that the Special Servicer is
evaluating the availability of such insurance, the Master Servicer will not be
liable for any loss related to its failure to require the Mortgagor to maintain
such insurance and will not be in default of its obligations as a result of such
failure and the Master Servicer will not itself maintain such insurance or cause
such insurance to be maintained.

          (b) If the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force-placed 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 Serviced 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 pursuant to Section
3.03. Such blanket policy or master force-placed 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 Collection Account (or, in the case of a Loan Combination
Mortgaged Property or any Loan Combination REO Property, into the related Loan
Combination Custodial Account) from its own funds the amount not otherwise
payable under the blanket policy or master force-placed policy because of such
deductible clause to the extent the amount of such deductible exceeds the
deductible permitted under the related Mortgage Loan documents (or if the
related Mortgage Loan documents are silent regarding a permitted deductible, a
deductible for an individual policy that is consistent with the Servicing
Standard). The Master Servicer or the Special Servicer, as appropriate, shall
prepare and present, on behalf of itself, the Trustee and the Certificateholders
(and, in the case of a Loan Combination, the related Non-Trust Noteholder(s)),
claims under any such blanket policy or master force-placed 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 an Adverse Rating Event or a Glendale Galleria
Related MBS Adverse Rating Event (as evidenced in writing from each Rating
Agency). Each of the Master Servicer and the Special Servicer shall be deemed to
have


                                     -126-



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.

          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 and
employees 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 result in an Adverse Rating Event or a Glendale
Galleria Related MBS Adverse Rating Event (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 10 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 an Adverse Rating Event or a Glendale Galleria Related MBS
Adverse Rating Event, as evidenced in writing by the Rating Agencies), such
Person may self-insure with respect to the risks described in this Section 3.07.

          (d) Within 90 days of the Closing Date, with respect to each of the
Mortgage Loans identified on Schedule II as being 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 (and in the case of a Loan
Combination, the related Non-Trust Noteholder(s)), 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 (and in the case of a Loan
Combination, the related Non-Trust Noteholder(s)), 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 (and in the case of a Loan Combination,
the related Non-Trust Noteholder(s)). Any legal fees, premiums or other
out-of-pocket costs incurred 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


                                     -127-



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 (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s)) in the event the Master Servicer has actual
knowledge of an Insured Environmental Event giving rise to a claim under such
policy.

          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, the Trustee and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s) 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 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 3.08. Enforcement of Alienation Clauses.

          (a) The Master Servicer (with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans) and the Special Servicer (with respect to all
other Mortgage Loans), on behalf of the Trustee as the mortgagee of record,
shall enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other
restrictions contained in the related Mortgage or other related loan document on
transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Mortgagor, unless the Master Servicer or
the Special Servicer, as the case may be, has (i) determined, in its reasonable
judgment (exercised in accordance with the Servicing Standard), that waiver of
the lender's rights under such clauses or the waiver of such other restrictions,
as applicable, would be in accordance with the Servicing Standard and (ii)
complied with the applicable requirements, if any, of Section 6.11 and Section
6.12; provided that:

               (i) subject to the related Mortgage Loan documents and applicable
     law, neither the Master Servicer nor the Special Servicer shall waive any
     right it has, or grant any consent it is otherwise entitled to withhold, in
     accordance with any related "due-on-encumbrance" clause under any Trust
     Mortgage Loan that is a Significant Mortgage Loan, or if, taking into
     account existing debt on the subject Mortgaged Property (including any
     related Non-Trust Loan(s)) and the proposed additional debt as if such
     total debt were a single mortgage loan, the Loan-to-Value Ratio is equal to
     or greater than 85% or the Debt Service Coverage Ratio is equal to or less
     than 1.2x, unless it receives prior written confirmation from each Rating
     Agency that such action would not result in an Adverse Rating Event or (if
     the Glendale Galleria Loan Combination is involved) a Glendale Galleria
     Related MBS Adverse Rating Event;

               (ii) if the affected Trust Mortgage Loan is a Significant
     Mortgage Loan, then, subject to the related Mortgage Loan documents and
     applicable law, neither the Master Servicer nor the Special Servicer shall
     waive any right it has, or grant any consent it is otherwise


                                      -128-



     entitled to withhold, in accordance with any related "due-on-sale" clause
     under any Trust Mortgage Loan until it has received written confirmation
     from each Rating Agency that such action would not result in an Adverse
     Rating Event or (if the Glendale Galleria Loan Combination is involved) a
     Glendale Galleria Related MBS Adverse Rating Event; provided that, with
     respect to a waiver of a due-on-sale provision, in the event that such
     Mortgage Loan is not a Significant Mortgage Loan, and the Mortgage Loan
     documents contain a requirement for Rating Agency approval, the Master
     Servicer (with the consent of the Special Servicer) or the Special
     Servicer, subject to Section 6.11 and Section 6.12 may waive such
     requirement without Rating Agency approval in accordance with the Servicing
     Standard;

               (iii) subject to the related Mortgage Loan documents and
     applicable law, the Master Servicer shall not waive any right it has, or
     grant any consent it is otherwise entitled to withhold, in accordance with
     any related "due-on-encumbrance" clause under any Trust Mortgage Loan that
     is not a Specially Serviced Mortgage Loan until it has delivered to the
     Special Servicer its recommendation and analysis of the request, together
     with a copy of the materials and information upon which such recommendation
     is based, and has received the consent of the Special Servicer (the giving
     of which consent shall be subject to the Servicing Standard and Section
     6.11 and Section 6.12, which consent shall be deemed given if not denied in
     writing within 10 Business Days (or, if the Controlling Class
     Representative is entitled to object pursuant to Section 6.11 (or, in the
     case of the Glendale Galleria Loan Combination, the Glendale Galleria
     Controlling Party is entitled to object pursuant to Section 6.12), 15
     Business Days, which 15 Business Days shall include the five Business Days
     specified in the proviso at the end of the first paragraph of Section 6.11)
     after receipt by the Special Servicer of the Master Servicer's written
     recommendation and analysis and any additional information reasonably
     requested by the Special Servicer or the Controlling Class Representative);

               (iv) subject to the related Mortgage Loan documents and
     applicable law, the Master Servicer shall not waive any right it has, or
     grant any consent it is otherwise entitled to withhold, in accordance with
     any related "due-on-sale" clause under any Trust Mortgage Loan that is not
     a Specially Serviced Mortgage Loan until it has received the consent of the
     Special Servicer (the giving of which consent shall be subject to the
     Servicing Standard and Section 6.11 and Section 6.12 (as applicable), which
     consent shall be deemed given if not denied in writing within 10 Business
     Days (or, if the Controlling Class Representative is entitled to object
     pursuant to Section 6.11 (or, in the case of the Glendale Galleria Loan
     Combination, the Glendale Galleria Controlling Party is entitled to object
     pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall
     include the five Business Days specified in the proviso at the end of the
     first paragraph of Section 6.11) of receipt by the Special Servicer of the
     Master Servicer's written recommendation and analysis and any additional
     information reasonably requested by the Special Servicer or the Controlling
     Class Representative);

               (v) subject to the related Mortgage Loan documents and applicable
     law, neither the Master Servicer nor the Special Servicer shall waive any
     right it has, or grant any consent it is otherwise entitled to withhold, in
     accordance with any related "due-on-sale" or "due-on-encumbrance" clause
     under any Mortgage Loan, or approve the assumption of any Mortgage Loan,
     unless in any such case, all associated costs and expenses are covered
     without any expense to the Trust (it being understood and agreed that,
     except as expressly provided


                                      -129-



     herein, neither the Master Servicer nor the Special Servicer shall be
     obligated to cover or assume any such costs or expenses); and

               (vi) neither the Master Servicer nor the Special Servicer shall
     (to the extent that it is within the control thereof to prohibit such
     event) consent to the transfer of any Mortgaged Property that secures a
     Crossed Loan Group unless (i) all of the Serviced Mortgaged Properties
     securing such Crossed Loan Group are transferred simultaneously by the
     respective Mortgagor or (ii) it obtains the consent of the Controlling
     Class Representative, which consent shall be deemed given if not denied in
     writing within 10 Business Days (or, if the Controlling Class
     Representative is entitled to object pursuant to Section 6.11 (or, in the
     case of the Glendale Galleria Loan Combination, the Glendale Galleria
     Controlling Party is entitled to object pursuant to Section 6.12), 15
     Business Days, which 15 Business Days shall include the five Business Days
     specified in the proviso at the end of the first paragraph of Section 6.11)
     of receipt by the Controlling Class Representative of written notice of
     such action and all reasonably requested information related thereto (or,
     if no information is requested, within 10 Business Days (or, if applicable,
     15 Business Days) of receipt of written notice).

          If, in connection with an assumption of any Mortgage Loan, the
applicable Mortgage Loan Seller bears the costs and expenses associated with
such assumption in accordance with the terms of the applicable Mortgage Loan
Purchase Agreement, any costs and expenses subsequently recovered by the Master
Servicer from the related Mortgagor in respect of such assumption shall be
promptly remitted by the Master Servicer to the applicable Mortgage Loan Seller.

          In the case of any Mortgage Loan, the Master Servicer and the Special
Servicer shall each provide the other with all such information as each may
reasonably request in order to perform its duties under this section.

          In connection with any permitted assumption of any Mortgage Loan or
waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the Master
Servicer, with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans, or the Special Servicer, with respect to all other Mortgage
Loans, shall prepare all documents necessary and appropriate for such purposes
and shall coordinate with the related Mortgagor for the due execution and
delivery of such documents.

          (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans (without the Special Servicer's consent, but subject to
delivering prior notice to the Special Servicer and the Controlling Class
Representative (and with respect to a Loan Combination, the related Non-Trust
Noteholder(s)) or the Special Servicer with respect to all other 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, right-of-way or other similar agreement for
utilities, access, parking, public improvements or another purpose, and may
consent to subordination of the related Mortgage Loan to such easement,
right-of-way or other similar agreement provided the Master Servicer or the
Special Servicer, as applicable, shall have determined in accordance with the
Servicing Standard that such easement, right-of-way or other similar agreement
shall not materially interfere with the then-current use of the related
Mortgaged Property, the security intended to be provided by such Mortgage or the
related Mortgagor's ability to repay the Mortgage Loan, or materially


                                      -130-



and adversely affect the value of such Mortgaged Property, or cause the Mortgage
Loan to cease to be a qualified mortgage loan for REMIC purposes.

          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), Section 6.11 and Section 6.12, 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) or Section 3.05(e), as
applicable. Nothing contained in this Section 3.09 shall be construed so as to
require the Special Servicer, on behalf of the Trust Fund (and, in the case of a
Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)), 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 its reasonable judgment (exercised in accordance with
the Servicing Standard) 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 (and, in the case of a Loan
Combination, at the expense of the related Non-Trust Noteholder(s)), 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
related 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 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 $2,000,000, at the Special Servicer's
option, an internal valuation performed by the Special Servicer) within 60 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


                                      -131-



Mortgage Loan with an outstanding principal balance, net of related unreimbursed
Advances of principal, of less than $2,000,000, 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. Following its receipt of such Required Appraisal or letter update
or the completion of its internal valuation, the Special Servicer may, but shall
not be required to, reduce the Appraised Value of the related Mortgaged Property
based on its review of the Required Appraisal (or letter update or internal
valuation) and any other information that the Special Servicer, consistent with
the Servicing Standard, deems appropriate. The Special Servicer shall 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 or performing 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 Collection Account pursuant to
Section 3.05(a)(vi) and 3.05(a)(vii) or, in the case of a Loan Combination, out
of the related Loan Combination Custodial Account pursuant to Section
3.05(e)(vi) and 3.05(e)(vii).

          (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Loan Combination Mortgaged Property,
the related Non-Trust Noteholder) under such circumstances, in such manner or
pursuant to such terms as would, in the reasonable judgment of the Special
Servicer (exercised in accordance with the Servicing Standard), (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (unless the portion of such Mortgaged
Property that is not treated as "foreclosure property" and that is held by REMIC
I at any given time constitutes not more than a de minimis amount of the assets
of REMIC I, within the meaning of Treasury regulations Section 1.860D-1(b)(3)(i)
and (ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust
Fund to the imposition of any federal income taxes under the Code. Subject to
the foregoing, however, a Mortgaged Property may be acquired through a single
member limited liability company if the Special Servicer determines that such an
action is appropriate to protect the Trust (and, in the case of a Loan
Combination Mortgaged Property, the related Non-Trust Noteholder(s)) from
potential liability. 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 Collection 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 either, 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
Trust Fund (and, in the case of a Loan Combination, on behalf of the related
Non-Trust Noteholder(s)), obtain title to a Mortgaged Property by foreclosure,
deed in lieu of foreclosure or otherwise, or take any other action with respect
to any


                                      -132-



Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders (and, in the case of a Loan Combination Mortgaged
Property, on behalf of the related Non-Trust Noteholder(s)), 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 the Special Servicer
has determined (as evidenced by an Officer's Certificate to such effect
delivered to the Trustee (and, in the case of a Loan Combination Mortgaged
Property, the related Non-Trust Noteholder(s)) that shall specify all of the
bases for such determination), 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, the Master Servicer and, in the
case of a Loan Combination Mortgaged Property, to the related Non-Trust
Noteholder(s)), that:

               (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related environmental insurance
     policy) maximize the recovery to the Certificateholders (and, in the case
     of a Loan Combination Mortgaged Property, on behalf of the related
     Non-Trust Noteholder(s)) on a present value basis (the relevant discounting
     of anticipated collections that will be distributable to Certificateholders
     (and, in the case of a Loan Combination Mortgaged Property, on behalf of
     the related Non-Trust Noteholder(s)) 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 (taking into account the coverage provided under
     any related environmental insurance policy) maximize the recovery to the
     Certificateholders (and, in the case of a Loan Combination Mortgaged
     Property, on behalf of the related Non-Trust Noteholder(s)) on a present
     value basis (the relevant discounting of anticipated collections that will
     be distributable to Certificateholders (and, in the case of a Loan
     Combination Mortgaged Property, on behalf of the related Non-Trust
     Noteholder(s)) 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, in good faith, undertake 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 shall be
covered by, and reimbursable as, a Servicing Advance; 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 any such additional


                                      -133-



testing also to be covered by, and reimbursable as, a Servicing Advance). The
cost of any remedial, corrective or other further action contemplated by clause
(i) and/or clause (ii) of the preceding paragraph shall be payable out of the
Collection Account or the applicable Loan Combination Custodial Account pursuant
to Section 3.05(a) or 3.05(e) (or, in the case of a Loan Combination Mortgaged
Property, to the extent the funds in the related Loan Combination Custodial
Account are insufficient, shall be advanced by the Master Servicer, subject to
Section 3.03(c).

          (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 applicable Mortgage Loan Purchase Agreement, the
Special Servicer shall take such action as is in accordance with the Servicing
Standard (other than proceeding against the Mortgaged Property). At such time as
it deems appropriate, the Special Servicer may, on behalf of the Trust (and, if
a Loan Combination is involved, the related Non-Trust Noteholder(s)), if and as
applicable, release all or a portion of such Mortgaged Property from the lien of
the related Mortgage; provided that, if such Mortgage Loan (or such Loan
Combination, if applicable) has a then outstanding principal balance of greater
than $1 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, the Master Servicer and, in the case of a Loan Combination
Mortgaged Property, the related Non-Trust Noteholder(s) in writing of its
intention to so release all or a portion of such Mortgaged Property and the
bases for such intention and (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.

          (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative, the Trustee and, in the case of a Loan
Combination Mortgaged Property, the related Non-Trust Noteholder(s) 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, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the related 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) Annually in each January, the Special Servicer shall on a timely
basis forward to the Master Servicer, all information required to be reported
and the Master Servicer shall promptly prepare and file with the Internal
Revenue Service on a timely basis, the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Mortgage Loan or
Mortgaged Property required by Sections 6050H (as applicable), 6050J and 6050P
of the Code. The Master Servicer shall prepare and file the information returns
with respect to the receipt of any mortgage interest received in a trade or
business from individuals with respect to any Mortgage Loan as required by
Section 6050H of the Code. All


                                      -134-



information returns shall be in form and substance sufficient to meet the
reporting requirements imposed by the relevant sections 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 Officer's Certificate (together with the
basis and back-up documentation for the determination) delivered to the Trustee,
the Controlling Class Representative, the Master Servicer and, in the case of
any Loan Combination or any Loan Combination REO Property, the related Non-Trust
Noteholder(s) 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 Trust 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 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
Collection 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 Collection Account or the Distribution Account.

          Upon the payment in full of any Non-Trust 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 related Non-Trust Noteholder in writing 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 related Loan Combination Custodial Account pursuant to Section
3.04(h) 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 original Mortgage Note. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the related Loan Combination Custodial Account, the Collection
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


                                      -135-



(or any portion thereof) (or the original of the Mortgage Note for a Non-Trust
Loan), 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) (and, in the case
of a Non-Trust Loan, the Master Servicer shall cause the related Non-Trust
Noteholder to release the Mortgage Note for such Mortgage Loan) 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 Collection Account or the applicable Loan Combination
Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case
may be, 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 (on behalf of the Certificateholders and, in the case of a
Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) 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 any other document or agreement that in the Special
Servicer's reasonable judgment is required to be executed in connection with the
servicing of any Mortgage Loan or REO Property, 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, the Special Servicer or, if applicable, the
related Non-Trust Noteholder. Together with such documents or pleadings, the
Special Servicer shall deliver to the Trustee (and, if applicable, the related
Non-Trust Noteholder(s)) 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 (on behalf of the Certificateholders and, in the
case of a Loan Combination, also on behalf of the related Non-Trust
Noteholder(s)) 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.

          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 same
interest accrual basis as that Mortgage Loan,


                                      -136-



which will be either a 30/360 Basis or an Actual/360 Basis (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) or
Section 3.05(e), as applicable, and in the case of a Trust Mortgage Loan or a
Trust REO Loan, out of such other amounts as may be permitted by Section
3.05(a). 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 or the transfer
of all or a portion of the Master Servicer's right to receive the Excess
Servicing Strip.

          Notwithstanding anything herein to the contrary, KRECM (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip (in any event, in whole as to the
entire Mortgage Pool but not in part); provided that any assignee or pledgee of
the Excess Servicing Strip must be a Qualified Institutional Buyer or
Institutional Accredited Investor (other than a Plan); and provided, further,
that no transfer, sale, pledge or other assignment of the Excess Servicing Strip
shall be made unless that transfer, sale, pledge or other assignment is exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws; and provided, further,
that in the event of any resignation or termination of KRECM in its capacity as
the Master Servicer, all or any portion of the Excess Servicing Strip may be
reduced by the Trustee through a reduction in the Excess Servicing Strip Rate
with respect to one or more Mortgage Loans and REO Loans to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified successor Master Servicer (which successor may include the
Trustee) that meets the requirements of Section 6.04 and that requires market
rate servicing compensation (including compensation necessary to pay primary
servicing fees and Broker Strips) that accrues at a per annum rate in excess of
the sum of (i) 0.01% (one basis point) per annum, (ii) the primary servicing fee
rate, if any, for such Mortgage Loan or REO Loan and (iii) with respect to any
Broker Strip Loan, the Broker Strip Rate for such Broker Strip Loan. KRECM and
each holder of the Excess Servicing Strip desiring to effect a transfer, sale,
pledge or other assignment of the Excess Servicing Strip shall, and KRECM hereby
agrees, and each such holder of the Excess Servicing Strip by its acceptance of
the Excess Servicing Strip shall be deemed to have agreed, in connection with
any transfer of the Excess Servicing Strip effected by such Person, to indemnify
the Certificateholders, the Trust, the Depositor, the Underwriters, the Trustee,
the Fiscal Agent, the Master Servicer, the Certificate Registrar and the Special
Servicer against any liability that may result if such transfer is not exempt
from registration and/or qualification under the Securities Act or other
applicable federal and state securities laws or is not made in accordance with
such federal and state laws or in accordance with the foregoing provisions of
this paragraph. By its acceptance of the Excess Servicing Strip, the holder
thereof shall be deemed to have agreed (i) to keep all information relating to
the Trust and the Trust Fund and made available to it by the Master Servicer
confidential (except as permitted pursuant to clause (iii) below or, in the case
of the Master Servicer, as contemplated hereby in the performance of its duties
and obligations hereunder), (ii) not to use or disclose such information in any
manner that could


                                      -137-



result in a violation of any provision of the Securities Act or other applicable
securities laws or that would require registration of the Excess Servicing Strip
or any Non-Registered Certificate pursuant to the Securities Act, and (iii) not
to disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
holder's auditors, legal counsel and regulators, except to the extent such
disclosure is required by law, court order or other legal requirement or to the
extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of
disclosure by such holder; provided, however, that such holder may provide all
or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Strip if, and only if, such Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to
keep such information confidential, not to use or disclose such information in
any manner that could result in a violation of any provision of the Securities
Act or other applicable securities laws or that would require registration of
the Excess Servicing Strip or any Non-Registered Certificates pursuant to the
Securities Act and not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such Persons' auditors, legal counsel and regulators. From time to
time following any transfer, sale, pledge or assignment of the Excess Servicing
Strip, the Person then acting as the Master Servicer shall pay, out of each
amount paid to such Master Servicer as Master Servicing Fees with respect to any
Mortgage Loan or REO Loan, as the case may be, the portion of the Excess
Servicing Strip attributable to such Mortgage Loan or REO Loan to the holder of
the Excess Servicing Strip within one Business Day following the payment of such
Master Servicing Fees to the Master Servicer, in each case in accordance with
payment instructions provided by such holder in writing to the Master Servicer.
The holder of the Excess Servicing Strip shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph. The
Master Servicer shall pay the Excess Servicing Strip to the holder of the Excess
Servicing Strip (i.e., KRECM or any such third party) at such time and to the
extent the Master Servicer is entitled to receive payment of its Master
Servicing Fees hereunder, notwithstanding any resignation or termination of
KRECM hereunder (subject to reduction as provided above and in the next
paragraph).

          In the event that KRECM is terminated or resigns as Master Servicer,
it (and its successors and assigns) will be entitled to retain the Excess
Servicing Strip, except to the extent that any portion of such Excess Servicing
Strip is needed (as determined by the Trustee in its sole discretion) to
compensate any replacement Master Servicer for assuming the duties of KRECM
under this Agreement.

          (b) Additional master servicing compensation in the form of:

               (i) any and all Default Charges (or portion thereof that is
     comprised of late payment charges) collected with respect to a Mortgage
     Loan that is not a Specially Serviced Mortgage Loan, to the extent provided
     in clause seventh of Section 3.26(a);

               (ii) 50% of any and all assumption application fees, assumption
     fees, modification fees, extension fees, consent fees, release fees, waiver
     fees, fees paid in connection with defeasance and earn-out fees actually
     paid by a Mortgagor with respect to a Mortgage Loan that is not a Specially
     Serviced Mortgage Loan (provided, however, that if the consent of the
     Special Servicer is not required pursuant to the terms of this Agreement in
     connection with the


                                      -138-



underlying servicing action, then the Master Servicer shall be entitled to
receive 100% of such fees);

               (iii) any and all charges for beneficiary statements or demands,
     amounts collected for checks returned for insufficient funds and other loan
     processing fees actually paid by a Mortgagor with respect to a Mortgage
     Loan that is not a Specially Serviced Mortgaged Loan and, in the case of
     checks returned for insufficient funds, with respect to a Specially
     Serviced Mortgage Loan;

               (iv) any and all Prepayment Interest Excesses collected with
     respect to a Trust Mortgage Loan, including a Specially Serviced Mortgage
     Loan (after deduction of the amounts required to be deposited by the Master
     Servicer in the Collection Account for the related Distribution Date
     pursuant to Section 3.19(a) in connection with Prepayment Interest
     Shortfalls and Casualty/Condemnation Interest Shortfalls);

               (v) interest or other income earned on deposits in the Investment
     Accounts maintained by the Master Servicer (but only to the extent of the
     Net Investment Earnings, if any, with respect to any such Investment
     Account for each Collection Period and, further, in the case of a Servicing
     Account or Reserve Account, only to the extent such interest or other
     income is not required to be paid to any Mortgagor under applicable law or
     under the related Mortgage Loan documents); and

               (vi) other customary charges;

may be retained by the Master Servicer (subject to Section 3.11(e) and are not
required to be deposited in the Collection Account; provided that the Master
Servicer's right to receive Default Charges pursuant to clause (i) above shall
be limited to the portion of such items that have not been applied to pay, or
reimburse the Trust for, interest on Advances, Additional Trust Fund Expenses
and property inspection costs in respect of the related Mortgage Loan or REO
Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d) or as otherwise
provided in Section 3.26. Any of the amounts described in clauses (i) through
(v) that are collected by the Special Servicer shall be promptly paid to the
Master Servicer.

          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 Collection Account or, with respect to a
Loan Combination, out of the related Loan Combination Custodial Account, and the
Master Servicer shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.

          In respect of each Broker Strip Loan, the Master Servicer shall, on a
monthly basis, by the last day of the month following the month in which the
Master Servicer collected such Broker Strip, remit to the applicable Broker
Strip Payee the amount of the Broker Strip so collected.

          (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


                                      -139-



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 same interest accrual basis as that Mortgage Loan, which will be either a
30/360 Basis or an Actual/360 Basis (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. Subject to the penultimate paragraph of
Section 3.11(c), earned but unpaid Special Servicing Fees shall be payable
monthly out of related Liquidation Proceeds and then general collections on the
Mortgage Loans and any REO Properties on deposit in the Collection 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. 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 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 Mortgage 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 Mortgagor 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, subject to the following sentence, the Special Servicer
shall be entitled to a Principal Recovery Fee with respect to each Specially
Serviced Mortgage Loan (or Qualified Substitute Mortgage Loan substituted in
lieu thereof) for which it obtains a full or discounted payoff from the related
Mortgagor, and the Special Servicer shall also be entitled to the Principal
Recovery Fee with respect to any Specially Serviced Mortgage Loan or REO
Property as to which it receives any Liquidation Proceeds or Insurance Proceeds
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; and as to each such Specially
Serviced Mortgage Loan and REO Loan, the Principal Recovery Fee shall be payable
from, and will be calculated by application of the Principal Recovery Fee Rate
to the related payment or proceeds. Notwithstanding the foregoing, no Principal
Recovery Fee shall be payable in connection with, or out of proceeds received in
connection with: the repurchase or substitution of any Mortgage Loan or REO
Property by a Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase Agreement due to a Breach or a Document Defect


                                      -140-



within (i) the time period (or extension thereof) provided for such repurchase
or substitution or (ii) if such repurchase or substitution occurs after such
time period (or extension thereof) and the Mortgage Loan Seller was acting in
good faith to resolve such Breach or Document Defect; or the purchase of any
Trust Mortgage Loan or related REO Property by the Plurality Subordinate
Certificateholder (or the Controlling Class Representative), the Special
Servicer or any Person pursuant to Section 3.18, by the related B-Noteholder (in
the case of an A-Note Trust Mortgage Loan) or by the Glendale Galleria Pari
Passu Noteholder or a Glendale Galleria Subordinate Noteholder (in the case of
the Glendale Galleria Trust Mortgage Loan) pursuant to the related Loan
Combination Intercreditor Agreement unless the purchase occurs more than 90 days
after the subject Mortgage Loan became a Specially Serviced Mortgage Loan, or by
the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder (or the Controlling Class Representative) pursuant to Section
9.01; or the purchase of any Mortgage Loan by a mezzanine lender pursuant to the
related mezzanine intercreditor agreement unless the purchase occurs more than
90 days after the subject Mortgage Loan became a Specially Serviced Mortgage
Loan; or the removal of any Mortgage Loan or REO Property from the Trust by the
Sole Certificate Owner in connection with an exchange of all of the outstanding
Certificates owned by the Sole Certificate Owner for all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to Section
9.01; and further no Principal Recovery Fee shall, with respect to any Mortgage
Loan, 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 related payment, Liquidation Proceeds or Insurance
Proceeds.

          Notwithstanding the foregoing, any Special Servicing Fee, Workout Fee
and/or Principal Recovery Fee payable in accordance with the three preceding
paragraphs with respect to a Loan Combination (including, without limitation,
any successor REO Loans comprising same) shall be paid from the collections
received on such Loan Combination on deposit in the related Loan Combination
Custodial Account that may be applied to pay such fees in accordance with the
related Loan Combination Intercreditor Agreement, pursuant to Section 3.05(e).
Insofar as any Special Servicing Fee, Workout Fee and/or Principal Recovery Fee
is payable in respect of a Non-Trust Loan, such fee shall be payable solely from
collections in respect of such Non-Trust Loan.

          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 Default
Charges (or portion thereof that is comprised of late payment charges) collected
with respect to Specially Serviced Mortgage Loans, to the extent provided in
clause seventh of Section 3.26(a), and (subject to Section 3.11(b)(ii))
one-hundred percent (100%) of all assumption application fees collected with
respect to Specially Serviced Mortgage Loans and (ii) one-hundred percent (100%)
of any assumption fee or modification fee to the extent actually paid by a
Mortgagor with respect to any Specially Serviced Mortgage Loan and (subject to
Section 3.11(b)(ii)) 50% of all assumption application fees, assumption fees,
modification fees, extension fees, consent fees, release fees, waiver fees, fees
paid in connection with defeasance and earn-out fees actually paid by a
Mortgagor with respect to any non-Specially Serviced Mortgage Loan that is a
Mortgage Loan for which Special Servicer consent is required shall be retained
by the Special Servicer or promptly paid to the Special Servicer by the Master
Servicer (subject to Section 3.11(e)) and shall not be required to be deposited
in the Collection Account or any Loan


                                      -141-



Combination Custodial Account, as the case may be; provided that the Special
Servicer's right to receive Default Charges pursuant to clause (i) above shall
be limited to the portion of such items that have not been applied to pay or
reimburse the Trust for interest on Advances, 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) or as otherwise provided in Section 3.26.
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
Accounts, 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 Accounts
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) and/or
Section 3.05(e) if and to the extent such expenses are not payable directly out
of the Collection Account, the Loan Combination Custodial Accounts or the REO
Accounts, as the case may be.

          (e) If the Master Servicer or the Special Servicer collects an
assumption fee or an assumption application fee in connection with any transfer
or proposed transfer of any interest in a Mortgagor or a Mortgaged Property in
respect of a Mortgage Loan, then (notwithstanding anything herein to the
contrary) the Master Servicer or the Special Servicer, as applicable, will apply
that fee to cover the costs and expenses associated with that transfer or
proposed transfer that are not otherwise paid by the related Mortgagor and that
would otherwise be payable or reimbursable out of the Trust Fund, including any
Rating Agency fees and expenses to the extent such fees and expenses are
collectible under applicable law and the Master Servicer or the Special
Servicer, as appropriate, fails to enforce such requirement in accordance with
the related Mortgage Loan documents. Any remaining portion of such assumption
fee or of such assumption application fee will be applied as additional
compensation to the Master Servicer or the Special Servicer in accordance with
this Section 3.11. Neither the Master Servicer nor the Special Servicer shall
waive any assumption fee or assumption application fee, to the extent it would
constitute additional compensation for the other such party, without the consent
of such other party.

          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 becomes a Specially Serviced Mortgage Loan, provided that
such expense shall be reimbursable first out of Default Charges otherwise
payable to the Special Servicer and the Master Servicer, then as an Additional
Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which
shall be reimbursable from the related Loan Combination Custodial Account). In
addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the
Special Servicer shall perform or cause to be performed a physical inspection of
the related Mortgaged Property at least once per calendar year, so long as such
Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2006, the
Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage
Loan or REO Loan, shall at its expense perform or cause to be performed an
inspection of all the Serviced Mortgaged Properties at least once per calendar
year unless such Mortgaged Property has been inspected in such calendar year by
the Special Servicer. The Special Servicer and the Master Servicer shall each
prepare (and, in the case of


                                      -142-



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, occupancy or value of the Mortgaged Property of which
the Master Servicer or the Special Servicer, as applicable, is aware and
considers material, or (iii) any visible waste committed on the Mortgaged
Property of which the Master Servicer or the Special Servicer, as applicable, is
aware and considers material. The Master Servicer shall within 45 days of the
related inspection, deliver such reports complete with any photographs taken
thereof in an electronic format to the Trustee (upon request) and to the
Controlling Class Representative (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master
Servicer and, subject to Section 3.15, make copies of all such inspection
reports available for review by any requesting Certificateholder and Certificate
Owner 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 obtain from the Master Servicer and 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; 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).

          (b) The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any
supplemental information to be provided by the Master Servicer to the Trustee.
Without limiting the generality of the foregoing, not later than 12:00 p.m. (New
York City time) on the Business Day following each Determination Date, beginning
in January 2006, the Special Servicer shall prepare and deliver or cause to be
delivered to the Master Servicer the CMSA Special Servicer Loan File that
contains the information called for in, or that will enable the Master Servicer
to produce, the CMSA files and reports required to be delivered by the Master
Servicer to the Trustee as described below, in each case with respect to all
Specially Serviced Mortgage Loans and the REO Properties.

          (c) The Master Servicer shall deliver to the Trustee, no later than
1:00 p.m. New York City time on the second Business Day prior to each
Distribution Date beginning in January 2006, the CMSA Loan Periodic Update File
with respect to the subject Distribution Date and notice of the Discount Rate
applicable to each Principal Prepayment received in the related Collection
Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer
shall be accompanied by a CMSA Advance Recovery Report. The preparation of each
CMSA Advance Recovery Report shall constitute a responsibility of the Master
Servicer and shall not constitute a responsibility of any other party.
Notwithstanding anything in this Agreement that suggests otherwise, the Master
Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no
CMSA Loan Periodic Update File need be accompanied by any such report) with
respect to any Collection Period for which all of the entries in the report
would be "zero" or "not applicable". The Master Servicer's responsibilities
under this Section 3.12 with respect to information to be provided by the
Special Servicer with respect to Specially Serviced Mortgage Loans and REO
Properties shall be subject to the satisfaction of the Special


                                      -143-



Servicer's obligations under Section 3.12(b), but the failure of the Special
Servicer to provide information required by it shall not relieve the Master
Servicer of its duties to provide the related reports, absent such information.
Notwithstanding the foregoing, because the Master Servicer will not receive the
Servicing Files until the Closing Date and will not have sufficient time to
review and analyze such Servicing Files before the initial Distribution Date,
the parties agree that the CMSA Loan Periodic Update File required to be
delivered by the Master Servicer in January 2006 will be based solely upon
information generated from actual collections received by the Master Servicer
and from information the Depositor delivers or causes to be delivered to the
Master Servicer (including but not limited to information prepared by
third-party servicers of the subject Mortgage Loans with respect to the period
prior to the Closing Date). On or before 4:00 p.m., New York City time, on each
P&I Advance Date beginning in January 2006, the Master Servicer shall deliver or
cause to be delivered to the Trustee the following reports with respect to the
Mortgage Loans (and, if applicable, the related REO Properties, providing the
required information as of the related Determination Date): (i) a CMSA
Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report;
(iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report;
(iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a
CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup
File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and
(xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in
effect from time to time) and shall be in an electronic format reasonably
acceptable to both the Trustee and the Master Servicer.

          (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(c)
in an electronic format reasonably acceptable to the Special Servicer, the
Master Servicer and the Trustee. 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 3.12(c). 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 or reports are based on
information or 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 to the Trustee until it has received such
information from the Special Servicer, and the Master Servicer shall not be in
default hereunder due to a delay in providing information required by this
Section 3.12 to the extent caused by the Special Servicer's failure to timely
provide any information or report required under Section 3.12(b) and this
Section 3.12(d) of this Agreement, but the Master Servicer shall not be relieved
of its obligation to timely provide such reports absent the information not
provided by the Special Servicer as required by this Section 3.12.

          Commencing with respect to the calendar quarter ended December 31,
2005, the Special Servicer, in the case of any Specially Serviced Mortgage Loan,
and the Master Servicer, in the case of each non-Specially Serviced Mortgage
Loan that is a Mortgage Loan, shall make reasonable efforts to collect promptly
from each related Mortgagor quarterly and annual operating statements, budgets
and rent rolls of the related Mortgaged Property, and quarterly and annual
financial statements of such Mortgagor, whether or not delivery of such items is
required pursuant to the terms of the related Mortgage Loan documents. In
addition, the Special Servicer shall cause quarterly and annual operating


                                      -144-



statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver images in suitable electronic
media of all of the foregoing items so collected or obtained by it to the Master
Servicer within 30 days of its receipt thereof. The Master Servicer shall
deliver all items obtained by it, and all items required to be delivered to it
by the Special Servicer pursuant to the immediately preceding sentence to the
Controlling Class Representative (and in the case of a Loan Combination, the
related Non-Trust Noteholder(s), and the Trustee in an imaged format.

          The Master Servicer shall maintain a CMSA Operating Statement Analysis
Report with respect to each Mortgaged Property and REO Property related to each
Mortgage Loan. Within 60 days after receipt by the Master Servicer from the
related Mortgagor or otherwise, as to each non-Specially Serviced Mortgage Loan
that is a Mortgage Loan and within 30 days after receipt by the Master Servicer
from the Special Servicer or otherwise, as to a Specially Serviced Mortgage Loan
or an REO Property, of any annual operating statements and rent rolls with
respect to any Mortgaged Property or REO Property, the Master Servicer shall,
based upon such operating statements or rent rolls, prepare (or, if previously
prepared, update) the CMSA Operating Statement Analysis Report for the subject
Mortgaged Property or REO Property. The Master Servicer shall remit a copy of
each CMSA Operating Statement Analysis Report prepared or updated by it
(promptly following initial preparation and each update thereof), together with,
if not already provided pursuant to this Section 3.12, the underlying operating
statements and rent rolls, to the Controlling Class Representative (and in the
case of a Loan Combination, the related Non-Trust Noteholder(s)), the Trustee
and the Special Servicer. Within 60 days (or, in the case of items received from
the Special Servicer or otherwise with respect to Specially Serviced Mortgage
Loans and REO Properties, 30 days) after receipt by the Master Servicer of any
quarterly or annual operating statements with respect to any Mortgaged Property
or REO Property, the Master Servicer shall prepare or update and forward to the
Trustee, the Special Servicer and the Controlling Class Representative (and in
the case of a Loan Combination, the related Non-Trust Noteholder(s)) a CMSA NOI
Adjustment Worksheet using the same format as the CMSA Operating Statement
Analysis Report for such Mortgaged Property or REO Property, together with, if
so requested and not previously provided pursuant to this Section 3.12, the
related quarterly or annual operating statements.

          (e) Except with respect to delivery to the Special Servicer or the
Controlling Class Representative, which deliveries shall be made in electronic
format, if the Master Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, the
Master Servicer or Special Servicer, as the case may be, may satisfy such
obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a
commonly used electronic format or (z) making such statement, report or
information available on such Master Servicer's Internet Website or the
Trustee's Internet Website, unless this Agreement expressly specifies a
particular method of delivery. Notwithstanding the foregoing, the Trustee may
request delivery in paper format of any statement, report or information
required to be delivered to the Trustee.

          (f) Notwithstanding any other provision in this Agreement, the failure
of the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12, or that may otherwise be
disclosed pursuant to Section 3.15 or Section 4.02, shall not constitute a
breach of this Agreement to the extent the Master Servicer or Special Servicer
so fails because such disclosure, in the reasonable belief of the Master
Servicer or Special Servicer, as the case


                                      -145-



may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage
Loans or Mortgaged Properties or would constitute a waiver of the
attorney-client privilege on behalf of the Trust. The Master Servicer and
Special Servicer may disclose any such information or any additional information
to any Person so long as such disclosure is consistent with applicable law, the
related Mortgage Loan documents and the Servicing Standard. The Master Servicer
or the Special Servicer may affix to any information provided by it under this
Agreement any disclaimer it deems appropriate in its discretion (without
suggesting liability on the part of any other party hereto).

          (g) The Master Servicer shall, contemporaneously with any related
delivery to the Trustee or the Special Servicer, as applicable, provide any
reports that contain information regarding a Loan Combination Mortgaged Property
or financial information regarding the related Mortgagor to the related
Non-Trust Noteholder(s).

          (h) For the purposes of the production by the Master Servicer or the
Special Servicer of any such report that is required to state information with
respect to any Mortgage Loan for any period prior to the related Due Date in
January 2006, the Master Servicer or the Special Servicer, as the case may be,
may conclusively rely (without independent verification), absent manifest error,
on information provided to it by the related Mortgage Loan Seller, by the
related Mortgagor or (x) in the case of such a report produced by the Master
Servicer, by the Special Servicer (if other than such Master Servicer or an
Affiliate thereof) and (y) in the case of such a report produced by the Special
Servicer, by the Master Servicer (if other than such Special Servicer or an
Affiliate thereof). Absent manifest error of which it has actual knowledge,
neither the Master Servicer nor the Special Servicer shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor 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 the case may be. The Trustee shall not be responsible 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. All reports provided pursuant this
Section 3.12 shall be in an electronic format reasonably acceptable to both the
Trustee and the Master Servicer.

          (i) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12 with respect
to a Loan Combination, the corresponding Mortgaged Property and/or any related
REO Property, including the calculations made therein, shall be done in
accordance with CMSA standards, to the extent applicable thereto.

          SECTION 3.13. Annual Statement as to Compliance.

          Each of the Master Servicer and the Special Servicer shall deliver to
the Trustee, the Controlling Class Representative, each Non-Trust Noteholder and
the Rating Agencies (with a copy to the Depositor), and, in the case of the
Special Servicer, to the Master Servicer, on or before May 1 of each year,
beginning in 2006 (provided that if any such Officer's Certificate is required
in connection with any filing with the Securities and Exchange Commission, the
Master Servicer and the Special Servicer shall deliver such items on or before
March 15 of each year, beginning in 2006), an Officer's 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 (or, if applicable, the


                                      -146-



portion of such year during which the Certificates were outstanding) 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 applicable, the portion of such year during which the Certificates were
outstanding), or, if there has been a material default in the fulfillment of any
such obligation, specifying each such material 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 Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z,
Grantor Trust E or Grantor Trust B 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.

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before May 1 of each year, beginning May 1, 2006 (provided that
if the Trustee requires any such reports in connection with any filing with the
Securities and Exchange Commission, the Master Servicer and the Special Servicer
shall deliver such items on or before March 15 of each year, beginning March 15,
2006), 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, the Rating Agencies, the Controlling Class Representative and the
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 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 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 10 days' prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below,
to the extent such items are in its possession), the Special Servicer (with
respect to the items in clauses (d), (e), (f), (g), (h) and (i) below, to the
extent those items are in its possession) and the Trustee (with respect to the
items in clauses (a) through (i) below, to the extent those 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 Master
Servicer, the Special Servicer or the Trustee, 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 prospective transferee of any
Certificate or interest therein, the Trustee, the


                                      -147-



Rating Agencies, the Underwriters 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 Officer's 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 and the Asset Status Report prepared
by the Special Servicer pursuant to Section 3.21(c), (h) the Servicing File
relating to each Mortgage Loan, and (i) any and all Officer's 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 payment of
reasonable copying costs but shall be provided to any of the Rating Agencies and
the Controlling Class Representative (and with respect to a Loan Combination,
the related Non-Trust Noteholder(s)) at no cost pursuant to their reasonable
requests. The Master Servicer, Special Servicer and Trustee may each satisfy its
obligations under this Section 3.15(a) by making such items available for review
on its Internet Website with the use of a password.

          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 (and in the case of a Loan
Combination, the related Non-Trust Noteholder(s)), in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall require: (a)
in the case of Certificate Owners, Certificateholders and the Controlling Class
Representative (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)), a confirmation executed by the requesting Person substantially
in the form of Exhibit I-1 hereto (or such other form as may be reasonably
acceptable to the Trustee, the Master Servicer or the Special Servicer, as
applicable, and which may provide indemnification for the Master Servicer, the
Special Servicer and the Trustee) 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 any such
Certificate Owner, any such Certificateholder and the Controlling Class
Representative (and in the case of a Loan Combination, the related Non-Trust
Noteholder(s)) 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 I-2 hereto (or such other form as may be reasonably acceptable to the
Trustee, the Master Servicer or the Special Servicer, as applicable, and which
may provide indemnification for the Master Servicer or Trustee, 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 Certificate Owners and Holders of the Certificates, by their


                                      -148-



acceptance thereof, and the Controlling Class Representative (and in the case of
a Loan Combination, the related Non-Trust Noteholder(s)), 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 on an unrestricted basis and without a password
via the Trustee's or the Master Servicer's, as applicable, Internet Website or
has previously been filed with the Securities and Exchange 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 Securities
and Exchange 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 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 on their respective
Internet Websites (i) the Distribution Date Statement and (ii) this Agreement,
the Prospectus and the Prospectus Supplement. In addition, on each Distribution
Date, the Trustee shall make available to any interested party via the Trustee's
Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond Level File and the CMSA
Collateral Summary File, in each case for such Distribution Date, and any other
information at the request of the Depositor. The Trustee shall make available on
each Distribution Date (i) the Restricted Servicer Reports and (ii) the CMSA
Property 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.


                                      -149-



          The Master Servicer may, but is not required to, make available each
month via its Internet Website to any Privileged Person, with the use of a
password provided by the Master Servicer, the reports and files comprising the
CMSA Investor Reporting Package.

          (c) 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 and may otherwise adopt reasonable rules and procedures that may
include, to the extent the Master Servicer or Trustee, as applicable, deems
necessary or appropriate, conditioning access on the execution and delivery of
an agreement (which may be in the form of Exhibit I-1 or I-2 (or such other form
as may be reasonably acceptable to the Trustee or the Master Servicer, as
applicable)) governing the availability, use and disclosure of such information
and providing indemnification to the Master Servicer or Trustee, as applicable,
for any liability or damage that may arise therefrom.

          The Master Servicer and Trustee may, in accordance with such
reasonable rules and procedures as each may adopt (including conditioning access
on the execution and delivery of an agreement (which may be in the form of
Exhibit I-1 or I-2 (or such other form as may be reasonably acceptable to the
Trustee or the Master Servicer, as applicable)) governing the availability, use
and disclosure of information and providing indemnification to the Master
Servicer or Trustee, as applicable, for any liability or damage that may arise
therefrom), also make available, through its Internet Website or otherwise, any
additional information relating to the Mortgage Loans, the Mortgaged Properties
or the Mortgagors for review by any Persons to whom the Master Servicer or
Trustee, as applicable, believes such disclosure is appropriate, in each case
except to the extent doing so is prohibited by applicable law or by the related
Mortgage Loan (in the case of Trustee, if it has actual knowledge of such
prohibition by the related Mortgage Loan).

          Notwithstanding anything in this Agreement to the contrary, the Master
Servicer and the Trustee may withhold (other than with respect to items required
to be delivered under this Agreement to the Controlling Class Representative
(and, in the case of a Loan Combination, the related Non-Trust Noteholder(s))
any information not yet included in a Form 8-K Current Report filed with the
Securities and Exchange Commission or otherwise made publicly available with
respect to which the Trustee or the Master Servicer has determined that such
withholding is appropriate.

          Any transmittal of information by the Master Servicers or the Trustee
to any Person other than the Rating Agencies or the Depositor may be accompanied
by a letter containing the following provision:

          "By receiving the information set forth herein, you hereby acknowledge
          and agree that the United States securities laws restrict any person
          who possesses material, non-public information regarding the Trust
          that issued Merrill Lynch Mortgage Trust 2005-CKI1, Commercial
          Mortgage Pass-Through Certificates, Series 2005-CKI1, from purchasing
          or selling such Certificates in circumstances where the other party to
          the transaction is not also in possession of such information. You
          also acknowledge and agree that such information is being provided to
          you for the purposes of, and such information may be used only in
          connection with, evaluation by you


                                      -150-



          or another Certificateholder or prospective purchaser of such
          Certificates or beneficial interest therein".

          (d) 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.

          (e) 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 this Agreement. None of the Master
Servicer, the Special Servicer or the Trustee shall be liable for the
dissemination of information in accordance with the terms of this Agreement. 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 Internet 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 Accounts.

          (a) If title to any Mortgaged Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, in the case of a Loan Combination Mortgaged
Property, on behalf of the related Non-Trust Noteholder(s). If, pursuant to
Section 3.09(b), the Special Servicer formed or caused to be formed, at the
expense of the Trust, a single member limited liability company (of which the
Trust is the sole member) for the purpose of taking title to one or more REO
Properties pursuant to this Agreement, then (subject to the interests of, if
affected, the related Non-Trust Noteholder(s)), the deed or certificate of sale
with respect to any such REO Property shall be issued to such single member
limited liability company. The limited liability company shall be a
manager-managed limited liability company, with the Special Servicer to serve as
the initial manager to manage the property of the limited liability company,
including any applicable REO Property, in accordance with the terms of this
Agreement as if such property was held directly in the name of the Trust or
Trustee under this Agreement.

          The Special Servicer, on behalf of the Trust Fund and, in the case of
any Loan Combination REO Property, the related Non-Trust Noteholder(s), 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 60 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


                                      -151-



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 the
subject 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,
or for the creation of and the operating of a single member limited liability
company, shall be covered as, and reimbursable as, a Servicing Advance.

          (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 in respect of any
Mortgaged Property (other than a Loan Combination Mortgaged Property), the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), to be held on behalf of the Trustee in
trust for the benefit of the Certificateholders, for the retention of revenues
and other proceeds derived from each REO Property (other than any Loan
Combination REO Property). If such REO Acquisition occurs with respect to a Loan
Combination Mortgaged Property, then the Special Servicer shall establish an REO
Account solely with respect to such property (an "Loan Combination REO
Account"), to be held for the benefit of the Certificateholders and the related
Non-Trust Noteholder. The Pool REO Account and each Loan Combination REO Account
shall each be an Eligible Account. The Special Servicer shall deposit, or cause
to be deposited, in the applicable REO Account all REO Revenues, Insurance
Proceeds and Liquidation Proceeds received in respect of any REO Property within
2 Business Days of receipt. Funds in the REO Accounts may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from each REO Account to pay itself, as
additional special servicing compensation in accordance with Section 3.11(d),
interest and investment income earned in respect of amounts held in such REO
Account as provided in Section 3.06(b) (but only to the extent of the Net
Investment Earnings with respect to such REO Account for any Collection Period).
The Special Servicer shall give written notice to the Trustee and the Master
Servicer of the location of each REO Account, and shall give notice to the
related Non-Trust Noteholder(s) of the location of any Loan Combination REO
Account, in each case when first established and of the new location of any such
REO Account prior to any change thereof.

          (c) The Special Servicer shall withdraw from the related 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
such 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 Pool REO Account and deposit
into the Collection Account, or deliver to the Master Servicer or such other
Person as may be designated by the Master Servicer (which shall deposit such
amounts into the Collection Account) the aggregate of all amounts received in
respect of the related REO Property during the Collection Period ending on such
Determination Date, net of any withdrawals made out of such amounts pursuant to
the preceding sentence. On each Determination Date, the Special Servicer shall
withdraw from each Loan


                                      -152-



Combination REO Account and deposit into the related Loan Combination Custodial
Account, or deliver to the Master Servicer or such other Person as may be
designated by the Master Servicer (which shall deposit such amounts into the
related Loan Combination Custodial Account) the aggregate of all amounts then on
deposit therein that were received in respect of the related Loan Combination
REO Property during the Collection Period ending on such Determination Date, net
of any withdrawals made out of such amounts pursuant to the second preceding
sentence. Notwithstanding the foregoing, in addition to the Impound Reserve, the
Special Servicer may retain in the applicable REO Account such portion of
proceeds and collections in respect of any REO Property as may be necessary to
maintain a reserve of sufficient funds for the proper operation, management,
leasing, maintenance and disposition of such REO Property (including, without
limitation, the creation of a reasonable reserve for repairs, replacements,
necessary capital improvements and other related expenses), such reserve not to
exceed an amount reasonably estimated to be sufficient to cover such items
estimated to be incurred during the following twelve-month period.

          (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, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

          SECTION 3.17. Management of REO Property.

          (a) Prior to the acquisition by it of title to a Mortgaged Property,
the Special Servicer shall review the operation of such Mortgaged Property and
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 or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code (either
     such tax referred to herein as an "REO Tax"), 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 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 reasonable judgment of the
     Special Servicer (exercised in accordance with the Servicing Standard),
     such alternative is commercially reasonable) acquire such Mortgaged
     Property as REO Property and so lease or operate 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 no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, 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


                                      -153-



     extent reasonably possible, 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 and operated shall be based on the Servicing Standard and, further,
based on the reasonable judgment of the Special Servicer as to which means would
be in the best interest of the Certificateholders (and, in the case of any Loan
Combination REO Property, the related Non-Trust Noteholder(s)) by maximizing (to
the extent commercially reasonable 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, protect and operate such REO Property for the benefit of
the Certificateholders (and, in the case of any Loan Combination REO Property,
the related Non-Trust Noteholder(s)) solely for the purpose of its prompt
disposition and sale in a manner that does not and will not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or
(ii) except as contemplated by Section 3.17(a), either result in the receipt by
any REMIC 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 or an
Adverse Grantor Trust Event. 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 related REO Account, to the extent
of amounts on deposit therein with respect to any REO Property, funds necessary
for the proper operation, 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


                                      -154-



               (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 applicable 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 Section 3.03(c), shall make Servicing Advances in such amounts as are
necessary for such purposes unless (as evidenced by an Officer's Certificate
delivered to the Trustee) 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) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any REO Property:

               (i) enter into, renew or extend any New Lease with respect to
     such REO Property, if the New Lease, by its terms would give rise to any
     income that does not constitute Rents from Real Property;

               (ii) permit any amount to be received or accrued under any New
     Lease other than amounts that will constitute Rents from Real Property;

               (iii) authorize or permit any construction on such REO Property,
     other than the completion of a building or other improvement thereon, and
     then only if more than 10% of the construction of such building or other
     improvement was completed before default on the related Mortgage Loan
     became imminent, all within the meaning of Section 856(e)(4)(B) of the
     Code; or

               (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate such REO Property on any date
     more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at any time
that it is held by REMIC I, in which case the Special Servicer may take such
actions as are specified in such Opinion of Counsel.

          (d) 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 such REO Property;


                                      -155-



               (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 out of related REO
     Revenues 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 such 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 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(d) 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 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 under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any 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(d) 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 Trust Mortgage Loan or an REO
Property related thereto 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 Section 2.03(a), Section 9.01 and/or any related co-lender, intercreditor or
similar agreement to which the Trust is a party.

          (b) After a Trust Mortgage Loan becomes a Trust Defaulted Mortgage
Loan, the Special Servicer shall determine the fair value of the Trust 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 Trust Mortgage Loan contained herein may have
on the value of such Trust Defaulted Mortgage Loan; provided, further, that the
Special Servicer shall use reasonable efforts promptly to obtain an Appraisal
with respect to the related Mortgaged 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 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


                                      -156-



the Servicing Standard; provided, however, that the Special Servicer shall
update its fair value determination at least once every 90 days; and 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, the Plurality Subordinate Certificateholder and the Controlling Class
Representative promptly upon its fair value determination and any adjustment
thereto. The Special Servicer shall also deliver to the Master Servicer, the
Plurality Subordinate Certificateholder and the Controlling Class
Representative, the most recent 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 Trust 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 Trust Defaulted Mortgage
Loan, pursuant to this Section 3.18.

          In determining the fair value of any Trust Defaulted Mortgage Loan,
the Special Servicer shall take into account, among other factors, the period
and amount of the delinquency on such Trust 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 Trust 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 related
Mortgage 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
Trust Mortgage Loan becomes a Trust Defaulted Mortgage Loan, each of the
Plurality Subordinate Certificateholder (or, as contemplated in subsection (o),
the Controlling Class Representative if one is then so acting) and the Special
Servicer (each, together with their respective assignees, an "Option Holder")
shall have an assignable option (a "Purchase Option") (with respect to any Trust
Mortgage Loan that is part of a Loan Combination, subject to the related Loan
Combination Intercreditor Agreement and, in the case of the Glendale Galleria
Trust Mortgage Loan, Section 3.18(o)) to purchase such Trust 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 Trust Defaulted Mortgage Loan, or (ii) the fair value of the Trust 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. The Special Servicer shall,
promptly after a Trust Mortgage Loan becomes a Trust Defaulted Mortgage Loan,
deliver to the Plurality Subordinate Certificateholder and the


                                      -157-



Controlling Class Representative a notice substantially in the form of Exhibit
M-1. Any holder of a Purchase Option may sell, transfer, assign or otherwise
convey its Purchase Option with respect to any Trust Defaulted Mortgage Loan to
any party at any time after the related Trust Mortgage Loan becomes a Trust
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
(i) in the case of the Plurality Subordinate Certificateholder, an assignment
substantially in the form of Exhibit M-3, or (ii) in the case of the Special
Servicer, an assignment substantially in the form of Exhibit M-2.
Notwithstanding the foregoing, the Plurality Subordinate Certificateholder (or
its assignee) 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 Plurality Subordinate
Certificateholder or any assignee thereof within 60 days of a Trust Mortgage
Loan becoming a Trust Defaulted Mortgage Loan, then the Special Servicer (or its
assignee) shall have the right to exercise its Purchase Option prior to any
exercise by the Plurality Subordinate Certificateholder and the Special Servicer
or its assignee may exercise such Purchase Option at any time during the 15 day
period immediately following the expiration of such 60-day period. Following the
expiration of such 15 day period, the Plurality Subordinate Certificateholder
(or its assignee) 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 Trust Defaulted
Mortgage Loan will automatically terminate (i) once the related Trust Defaulted
Mortgage Loan is no longer a Trust Defaulted Mortgage Loan; provided, however,
that if such Trust Mortgage Loan subsequently becomes a Trust 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 Trust Defaulted
Mortgage Loan in connection with a workout. In addition, the Purchase Option
with respect to a Trust Defaulted Mortgage Loan held by any Person will
terminate upon the exercise of the Purchase Option and consummation of the
purchase by any other holder of a Purchase Option.

          (d) [RESERVED]

          (e) Upon receipt of notice from the Special Servicer indicating that a
Trust Mortgage Loan has become a Trust 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, the Trustee and the Controlling Class Representative, written notice
thereof (the "Purchase Option Notice"), which notice shall identify the Person
that, on its own or through an Affiliate, will acquire the related Trust
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; provided that the assignor of the
Purchase Option shall have no liability to the Trust Fund or any other party
hereto for the failure of its third party assignee to close the sale of the
Trust Defaulted Mortgage Loan after its exercise of the Purchase Option and upon
such failure, the Purchase Option shall revert to the Option Holder as provided
herein as if the Purchase Option had not been exercised, and the Special
Servicer shall pursue against such assignee whatever remedies it may have
against the assignee.

          (f) If the Special Servicer or the Plurality Subordinate
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Trust
Mortgage Loan, and the Option Price is based upon the Special Servicer's fair
value


                                      -158-



determination, then the Master Servicer (or, if the Master Servicer and the
Special Servicer are the same Person, the Trustee) shall determine whether the
Special Servicer's determination of the Option Price represents fair value for
the Trust Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b).
In such event, the Special Servicer shall promptly deliver to the Master
Servicer (or the Trustee, if the Trustee is making the determination as
contemplated in the preceding sentence) the Determination Information, including
information regarding any change in circumstance regarding the Trust Defaulted
Mortgage Loan known to the Special Servicer that has occurred subsequent to, and
that would materially affect the value of the related Mortgaged Property
reflected in, the most recent related Appraisal. Notwithstanding the foregoing,
and if the Special Servicer has not already done so, the Master Servicer (or the
Trustee, if the Trustee is making the determination as contemplated in the
preceding sentences) may (at its option) designate an Independent Appraiser or
other Independent expert of recognized standing having experience in evaluating
the value of defaulted mortgage loans, selected with reasonable care by the
Master Servicer or the Trustee, as the case may be, to confirm that the Special
Servicer's determination of the Option Price represents fair value for the Trust
Defaulted Mortgage Loan (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). In that
event, the Master Servicer or the Trustee, as the case may be, absent manifest
error, may conclusively rely on the opinion of any such Person.

          The costs of all appraisals, inspection reports and opinions of value
incurred by the Special Servicer, the Master Servicer, the Trustee or any such
third party pursuant to this paragraph shall be advanced by the Master Servicer
(or the Trustee, if applicable) and shall constitute, and be reimbursable as,
Servicing Advances. In addition, the Master Servicer (or, if applicable, the
Trustee) shall be entitled to receive out of the Collection Account a fee in the
amount of $2,500, for the initial confirmation of the Special Servicer's Option
Price determination (but no fee for any subsequent confirmation) that is made by
it with respect to any Trust Defaulted Mortgage Loan, in accordance with this
Section 3.18(f).

          Notwithstanding anything contained in this Section 3.18(f) to the
contrary, if the Special Servicer, the Plurality Subordinate Certificateholder
or any of their respective Affiliates, is identified in the Purchase Option
Notice as the Person expected to acquire the related Trust 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 Trust
Defaulted Mortgage Loan, in the manner set forth in Section 3.18(b) and as soon
as reasonably practicable but in any event within 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 Trust
Defaulted Mortgage Loan, the Trustee may obtain an opinion as to the fair value
of such Trust Defaulted Mortgage Loan, 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
30 day time period referenced above in this paragraph, the


                                      -159-



Trustee will have an additional 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 Trust 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, and the Special Servicer 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 Trust
Defaulted Mortgage Loan. Upon notice from such Option Holder, that it rejects
the Option Price as adjusted, the Special 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 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 a Request for
Release from the Master Servicer specifying the date for closing the purchase of
the related Trust 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
Trust 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 (except that portion of any purchase price constituting
Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve
Account) into the Collection Account within one (1) Business Day following
receipt.

          (h) The Special Servicer shall immediately notify the Trustee and the
Master 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 Trust
Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such
other resolution strategies available hereunder with respect to such Trust
Defaulted Mortgage Loan, including, without limitation, workout and


                                      -160-



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 Trust 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 Trust 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 (and, in the case of a Loan Combination Mortgaged Property, the
related Non-Trust Noteholder(s)) 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 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
5% 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 Trust Defaulted Mortgage Loan. Any sale of a
Trust 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. 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 Trust 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 Trust Defaulted Mortgage Loan,
after deduction of the expenses of such sale incurred in connection therewith,
shall be deposited by the Special Servicer in the Collection Account.


                                      -161-



          (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 Trust Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Collection
Account. Upon receipt of an Officer's 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 Trust Defaulted Mortgage Loan or related REO Property
ownership of the Trust 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 connection
with any such purchase, the Special Servicer shall deliver the related Servicing
File to the purchaser of a Trust Defaulted Mortgage Loan or related REO
Property.

          (o) The foregoing notwithstanding, if a Controlling Class
Representative has been appointed and is acting in that capacity, the
Controlling Class Representative shall, in lieu of the Plurality Subordinate
Certificateholder, be an Option Holder, with the rights set forth in the
foregoing provisions of this Section 3.18.

          (p) Pursuant to the terms of each Loan Combination Intercreditor
Agreement, upon the occurrence of one or more specified events set forth in each
such agreement with respect to the related Trust Mortgage Loan, each related
Non-Trust Noteholder may, at its option and subject to the terms of such
agreement, purchase the subject Trust Mortgage Loan at the purchase price set
forth in such agreement. Any exercise of a Purchase Option under this Section
3.18 with respect to a Trust Mortgage Loan that is part of a Loan Combination
shall be subject to the rights of the related Non-Trust Noteholder(s) to
purchase such Trust Mortgage Loan pursuant to the related Loan Combination
Intercreditor Agreement.

          SECTION 3.19. Additional Obligations of Master Servicer.

          (a) The Master Servicer shall deposit in the Collection Account on
each P&I Advance Date (prior to any transfer of funds from the Collection
Account to the Distribution Account on such date), without any right of
reimbursement therefor with respect to those Trust Mortgage Loans that were, in
each such case, subject to a Principal Prepayment during the most recently ended
Collection Period (other than Principal Prepayments made out of Insurance
Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal
Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal
to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in
respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the
Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate
of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that
were collected during the related Collection Period; provided, however, that if
a Prepayment Interest Shortfall occurs as a result of the Master Servicer's
allowing the related Mortgagor to deviate from the terms of the related Mortgage
Loan documents regarding principal prepayments (other than (x) subsequent to a
material default under the related Mortgage Loan documents, (y) pursuant to
applicable law or a court order, or (z) at the request or with the consent of
the Special Servicer or the Controlling Class Representative),the Master
Servicer shall be required to pay to


                                      -162-



the Trust an amount equal to the entire Prepayment Interest Shortfall without
any limitation of the kind described in clauses (ii) (A) and (B) above.

          Following the payments made by the Master Servicer pursuant to the
preceding paragraph (excluding the payments contemplated by the proviso to the
sole sentence of the preceding paragraph), the Master Servicer shall apply any
remaining Prepayment Interest Excesses to offset any Casualty/Condemnation
Interest Shortfall incurred with respect to any Trust Mortgage Loan during the
subject Collection Period.

          Except as provided in the preceding paragraphs, no other compensation
to the Master Servicer shall be available to cover Prepayment Interest
Shortfalls. The Master Servicer's obligation to make any particular deposit in
respect of any Collection Period as set forth in this Section 3.19(a) shall not,
in the absence of default under this Section 3.19(a), carry over to any
subsequent Collection Period.

          (b) The Master Servicer shall, as to each Mortgage Loan that 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. The costs and expenses of any modifications to Ground Leases
shall be paid by the related Mortgagor.

          (c) The Master Servicer shall deliver to each Mortgage Loan Seller
upon request, without charge, no more than twice per calendar year a current
list of the Mortgagors relating to the Mortgage Loans (as identified on the
Mortgage Loan Schedule) sold by such Mortgage Loan Seller to the Depositor and
their respective billing addresses and telephone numbers; provided, however,
that the Master Servicer shall be under no obligation to provide any such
information not in its possession.

          (d) The Master Servicer and the Special Servicer shall each be
responsible for providing (i) to each Non-Trust Noteholder such notices
regarding defaults and events of default with respect to the related Loan
Combination as are required from the holder of the related Trust Mortgage Loan
that is part the related Loan Combination under the related Loan Combination
Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may
be required from the Trust, as holder of a Trust Mortgage Loan, under any
related co-lender, intercreditor or similar agreement.

          (e) With respect to the Mortgage Loan secured by the Mortgaged
Property identified on the Mortgage Loan Schedule as Louisiana Boardwalk, the
Master Servicer shall recalculate the "Letter of Credit Amount" (within the
meaning of the related loan agreement) specified under Section 13.3(e) of the
related loan agreement with the consent of the Special Servicer. In connection
with seeking such consent, the Master Servicer shall notify the Special Servicer
of its proposed recalculated Letter of Credit Amount and shall provide the
Special Servicer with relevant backup materials with which to review such
proposed Letter of Credit Amount, no later than 10 days prior to the date that
the Master Servicer intends to inform the related borrower of such calculation
(and in any event by the 20th day following the end of the applicable calendar
quarter). Notwithstanding the foregoing, the Special Servicer shall be
responsible for reviewing and approving the initial "Debt Service Coverage
Letter of


                                      -163-



Credit" (within the meaning of the related loan agreement) pursuant to Section
13.3(a) of the related loan agreement. Notwithstanding the foregoing, the Master
Servicer and the Special Servicer, as applicable, shall consult with Countrywide
in the manner contemplated in Schedule 3 to the related loan agreement.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents.

          (a) The Master Servicer (with respect to any Mortgage Loan that is not
a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to
any Specially Serviced Mortgage Loan) each may (consistent with the Servicing
Standard) agree to any modification, waiver or amendment of any term of, extend
the maturity of, defer or forgive interest (including Penalty Interest and
Additional Interest) on and principal of, defer or forgive late payment charges,
Prepayment Premiums and Yield Maintenance Charges on, permit the release,
addition or substitution of collateral securing, and/or permit the release,
addition or substitution of the Mortgagor on or any guarantor of, any Mortgage
Loan, and/or provide consents with respect to any leasing activity at a
Mortgaged Property securing any Mortgage Loan without the consent of the Trustee
or any Certificateholder; provided, that the Master Servicer's and the Special
Servicer's rights to do so shall be subject to Section 3.08, Section 6.11 and
Section 6.12 (and, in the case of a Loan Combination, subject to the terms of
the related Loan Combination Intercreditor Agreement) and, further, to the
following subsections of this Section 3.20; and provided, further, that other
than as provided in Sections 3.02(a) (relating to waivers of Default Charges),
3.08, 3.20(d) and 3.20(e), the Master Servicer shall not agree to any
modification, waiver, forbearance or amendment of any term of, or take any of
the other acts referenced in this Section 3.20(a) with respect to, any Mortgage
Loan, unless the Master Servicer has obtained the consent of the Special
Servicer (it being understood and agreed that (A) the Master Servicer will
promptly provide the Special Servicer with notice of any Mortgagor request for
such modification, waiver, forbearance or amendment, the Master Servicer's
written recommendations and analysis, and all information reasonably available
to the Master Servicer that the Special Servicer may reasonably request in order
to withhold or grant any such consent, (B) the Special Servicer shall decide
whether to withhold or grant such consent in accordance with the Servicing
Standard and Section 6.11 and Section 6.12 and (C) if any such consent has not
been expressly denied within 10 Business Days (or, if the Controlling Class
Representative is entitled to object pursuant to Section 6.11 (or, in the case
of the Glendale Galleria Loan Combination, the Glendale Galleria Controlling
Party is entitled to object pursuant to Section 6.12), 15 Business Days, which
15 Business Days shall include the five Business Days specified in the proviso
at the end of the first paragraph of Section 6.11) after the Special Servicer's
receipt from the Master Servicer of the Master Servicer's recommendations and
analysis and all information reasonably requested thereby and reasonably
available to the Master Servicer in order to make an informed decision (or, if
the Special Servicer did not request any information, within 10 Business Days
(or 15 Business Days, if applicable) after such notice), such consent shall be
deemed to have been granted).

          (b) All modifications, waivers or amendments of any Mortgage Loan
shall be in writing and shall be considered and effected in accordance with the
Servicing Standard. 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 that would result in an
Adverse REMIC Event. The Master Servicer or Special Servicer shall determine and
may conclusively 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


                                      -164-



Section 1.860G-2(b) of the Code, (2) cause either of 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 any of Grantor Trust
A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B
under the Code.

          (c) The Special Servicer, on behalf of the Trust Fund, may agree or
consent to (or permit the Master Servicer to 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- (including, subject
     to the discussion in the following paragraph, any related Balloon Payment);
     or

               (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; or

               (iii) in the judgment of the Special Servicer, materially impair
     the security for such Mortgage Loan or reduce the likelihood of timely
     payment of amounts due thereon;

only if (A) a material default on the Mortgage Loan has occurred or, in the
Special Servicer's judgment, a material default on the Mortgage Loan is
reasonably foreseeable, and (B) the modification, waiver, amendment or other
action is reasonably likely to produce a greater recovery to the
Certificateholders (and, in the case of a Loan Combination, the related
Non-Trust Noteholder(s)), as a collective whole, on a present value basis, than
would liquidation.

          In addition, subject to the third paragraph of this Section 3.20(c),
the Special Servicer may (or permit the Master Servicer to) 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 of
the related Mortgaged Property 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 Master Servicer or 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 and (ii) 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
(or, to the extent consistent with the Servicing Standard, giving due
consideration to the remaining term of the Ground Lease, and with the consent of
the Controlling Class Representative, 10 years) prior to the expiration of the
term of such Ground Lease including any unilateral options to extend such term.

          The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(c) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee, the Master
Servicer and, in the case of a Loan Combination, the related Non-


                                      -165-



Trust Noteholder(s) 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.

          (d) Except as expressly contemplated by the related Mortgage Loan
documents, the Special Servicer shall not consent to the Master Servicer's
releasing, which consent shall be deemed given if not denied in writing within
10 Business Days (or, if the Controlling Class Representative is entitled to
object pursuant to Section 6.11 (or, in the case of the Glendale Galleria Loan
Combination, the Glendale Galleria Controlling Party is entitled to object
pursuant to Section 6.12), 15 Business Days, which 15 Business Days shall
include the five Business Days specified in the proviso at the end of the first
paragraph of Section 6.11), any real property collateral securing an outstanding
Mortgage Loan, except as provided in Section 3.09 or 3.20(e), or except in
connection with a permitted defeasance, or except where a Mortgage Loan (or, in
the case of a Crossed Loan Group, where such entire Crossed Loan Group) is
satisfied, or except in the case of a release of real property collateral
provided the Rating Agencies have been notified in writing and, with respect to
a Mortgage Loan that is not a Specially Serviced Mortgage Loan, (A) either (1)
such release will not, in the reasonable judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), materially and adversely
affect the net operating income being generated by or the then-current use of
the related Mortgaged Property, or (2) there is a corresponding principal pay
down of such Mortgage Loan in an amount at least equal to the appraised value of
the collateral to be released (or substitute real property collateral with an
appraised value at least equal to that of the collateral to be released, is
delivered), (B) the release does not materially adversely affect the adequacy of
the remaining Mortgaged Property (together with any substitute real property
collateral), in the reasonable judgment of the Special Servicer (exercised in
accordance with the Servicing Standard), as security for the Mortgage Loan and
(C) if the real property collateral to be released has an Appraised Value in
excess of $1,500,000, such release would not, in and of itself, result in an
Adverse Rating Event or (if the Glendale Galleria Loan Combination is involved)
a Glendale Galleria Related MBS Adverse Rating Event (as confirmed in writing to
the Trustee by each Rating Agency).

          (e) Notwithstanding anything in this Section 3.20, Section 3.08,
Section 6.11 or Section 6.12 to the contrary, the Master Servicer shall not be
required to seek the consent of, or provide prior notice to, the Special
Servicer, any Certificateholder or the Controlling Class Representative or
obtain any confirmation of the Certificate ratings from the Rating Agencies in
order to approve the following modifications, waivers or amendments of the
Mortgage Loans (but, in the case of the actions described in clauses (iii) and
(iv) of this sentence, shall notify the Controlling Class Representative
thereof): (i) waivers of non-material covenant defaults (other than financial
covenants), including late financial statements; (ii) waivers of Default
Charges, to the extent allowed under Section 3.02; (iii) releases of unimproved
parcels of a Mortgaged Property; (iv) grants of easements, rights-of-way or
other similar agreements in accordance with Section 3.08(b); (v) approval of
routine leasing activities that affect less than the lesser of 30,000 square
feet or 30% of the net rentable area of the related Mortgaged Property; (vi)
approval of annual budgets to operate the Mortgaged Property; (vii) temporary
waivers of any requirements in the related Mortgage Loan documents with respect
to insurance deductible amounts or claims-paying ability ratings of insurance
providers; and (viii) consenting to changing the property manager with respect
to any Mortgage Loan with an unpaid principal balance of less than $2,000,000;
provided that any such modification, waiver or amendment, or agreeing to any
such modification, waiver or amendment, (w) would not in any way affect a
payment term of the


                                     -166-



Certificates, (x) would not constitute a "significant modification" of such
Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any REMIC or an
Adverse Grantor Trust Event with respect to any of Grantor Trust A-2FL, Grantor
Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B, (y) would be
consistent with the Servicing Standard, and (z) shall not violate the terms,
provisions or limitations of this Agreement or any other document contemplated
hereby.

          (f) 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.

          (g) The Special Servicer or, 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.

          (h) The Master Servicer and Special Servicer shall notify each other,
the Trustee, the Controlling Class Representative and, in the case of a Loan
Combination, the related Non-Trust Noteholder(s), 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, (in the case of the Special
Servicer, 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 10 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 Master Servicer
pursuant to Section 3.15(a) hereof.

          (i) With respect to each Mortgage Loan that provides for defeasance,
the Master Servicer shall, to the extent permitted by the terms of such Mortgage
Loan, require the related Mortgagor (i) to provide replacement collateral
consisting of U.S. government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all
scheduled payments under the Mortgage Loan (or defeased portion thereof) when
due (and assuming, in the case of an ARD Loan, to the extent consistent with the
related Mortgage Loan documents, that such Mortgage Loan matures on its
Anticipated Repayment Date), (ii) to deliver a certificate from an independent
certified public accounting firm certifying that the replacement collateral is
sufficient to make such payments, (iii) at the option of the Master Servicer, to
designate a single purpose entity (which may be a subsidiary of the Master
Servicer established for the purpose of assuming all defeased Mortgage Loans) to
assume the Mortgage Loan (or defeased portion thereof) and own the defeasance


                                      -167-



collateral, (iv) to implement such defeasance only after the second anniversary
of the Closing Date, (v) to provide an Opinion of Counsel that the Trustee has a
perfected, first priority security interest in the new collateral (subject to
bankruptcy, insolvency and similar standard exceptions), and (vi) in the case of
a partial defeasance of the Mortgage Loan, to defease a principal amount equal
to at least 125% of the allocated loan amount for the Mortgaged Property or
Properties to be released. If the subject Mortgage Loan is not a Significant
Mortgage Loan and if either the terms of the subject Mortgage Loan permit the
Master Servicer to impose the foregoing requirements or the Master Servicer
satisfies such requirements on its own, then confirmation that such defeasance
will not result in an Adverse Rating Event or (if the Glendale Galleria Loan
Combination is involved) a Glendale Galleria Related MBS Adverse Rating Event is
not required from Moody's and is not required from S&P so long as the Master
Servicer delivers to S&P a certification substantially in the form attached
hereto as Exhibit K. In such case, the Master Servicer shall provide the Rating
Agencies and the Controlling Class Representative with notice that the foregoing
requirements have been met with respect to the subject Mortgage Loan. However,
if the subject Mortgage Loan is a Significant Mortgage Loan or if the terms of
the subject Mortgage Loan do not permit the Master Servicer to impose such
requirements and the Master Servicer does not satisfy such requirements on its
own, then the Master Servicer shall so notify the Rating Agencies and the
Controlling Class Representative (and, in the case of a Loan Combination, the
related Non-Trust Noteholder(s), as applicable and, so long as such a
requirement would not violate applicable law or the Servicing Standard, obtain a
confirmation from each Rating Agency that such defeasance will not result in an
Adverse Rating Event or (if the Glendale Galleria Loan Combination is involved)
a Glendale Galleria Related MBS Adverse Rating Event. Subject to the related
Mortgage Loan documents and applicable law, the Master Servicer shall not
execute a defeasance unless (a) the subject Mortgage Loan requires the Mortgagor
to pay all Rating Agency fees associated with defeasance (if Rating Agency
confirmation of the absence of an Adverse Rating Event or (if the Glendale
Galleria Loan Combination is involved) a Glendale Galleria Related MBS Adverse
Rating Event is a specific condition thereto) and all expenses associated with
defeasance or other arrangements for payment of such costs are made at no
expense to the Trust Fund or the Master Servicer (provided, however, that in no
event shall such proposed "other arrangements" result in any liability to the
Trust Fund including any indemnification of the Master Servicer or the Special
Servicer which may result in legal expenses to the Trust Fund), and (b) the
Mortgagor is required to provide or the Master Servicer receives from
Independent counsel at the Mortgagor's expense all Opinions of Counsel,
including Opinions of Counsel that the defeasance will not cause an Adverse
REMIC Event or an Adverse Grantor Trust Event and that the Mortgage Loan
documents are fully enforceable in accordance with their terms (subject to
bankruptcy, insolvency and similar standard exceptions), and any applicable
rating confirmations. In addition, if in connection with a defeasance of any
Mortgage Loan the applicable Mortgage Loan Seller bears the costs and expenses
associated with such defeasance in accordance with the terms of the applicable
Mortgage Loan Purchase Agreement, any costs and expenses subsequently recovered
by the Master Servicer from the related Mortgagor in respect of such defeasance
shall be promptly remitted by the Master Servicer to the applicable Mortgage
Loan Seller.

          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 first sentence of the immediately preceding paragraph have
been satisfied. Notwithstanding the foregoing, if at any time, a court with
jurisdiction in


                                      -168-



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 defeasance collateral, the Master Servicer shall either (A) to the
extent of the cash delivered by the Mortgagor, purchase 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 one or more Mortgage Loans (or, in the case of a Loan
Combination, the Loan Combination) and owning and pledging the related
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 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 (or the Loan Combination, if applicable).

          (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charges 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 Default Charges shall be reduced proportionately,
based upon the respective amounts that had been payable thereto out of such
Default 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 give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager with
respect to any Mortgaged Property that secures a Significant Mortgage Loan
unless it 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, and if not so allowed, paid as an Additional Trust Fund Expense) from
the Rating Agencies that such action will not result in an Adverse Rating Event
or (if the Glendale Galleria Loan Combination is involved) a Glendale Galleria
Related MBS Adverse Rating Event.


                                      -169-



          (l) Notwithstanding anything in this Section 3.20 to the contrary:

               (i) the limitations, conditions and restrictions set forth in
     this Section 3.20 shall not apply to any act or event (including, without
     limitation, a release of collateral) in respect of any Mortgage Loan that
     is required under the Mortgage Loan documents or that either occurs
     automatically or results from the exercise of a unilateral option by the
     related Mortgagor within the meaning of Treasury Regulations Section
     1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in
     effect on the Closing Date (or, in the case of a Qualified Substitute
     Mortgage Loan, on the related date of substitution); and

               (ii) neither the Master Servicer nor the Special Servicer shall
     be required to oppose the confirmation of a plan in any bankruptcy or
     similar proceeding involving a Mortgagor if, in its reasonable judgment,
     such opposition would not ultimately prevent the confirmation of such plan
     or one substantially similar.

          (m) Neither the Special Servicer nor the Master Servicer shall have
any liability to the Trust, the Certificateholders, any Non-Trust Noteholder or
any other Person if its analysis and determination that the modification,
waiver, amendment or other action contemplated by this Section 3.20 is
reasonably likely to produce a greater recovery to Certificateholders on a
present value basis than would liquidation should prove to be wrong or
incorrect, so long as the analysis and determination were made on a reasonable
basis by the Special Servicer and/or the Master Servicer, and consistent with
the Servicing Standard.

          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, the Special Servicer and the Controlling Class Representative (and with
respect to a Loan Combination, the related Non-Trust Noteholder(s)), and if the
Master Servicer is not also the Special Servicer, the Master Servicer shall
promptly 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. 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. After the
occurrence of a Servicing Transfer Event, the Special Servicer shall collect
payments on such Mortgage Loan and make remittances to the Master Servicer in
accordance with Section 3.04.

          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 the Controlling Class Representative (and


                                      -170-



with respect to a Loan Combination, the related Non-Trust Noteholder(s)), and
shall return the related 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) No later than 60 days (or, in the case of the Glendale Galleria
Trust Mortgage Loan, 45 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, the Controlling Class Representative and, in the
case of the Glendale Galleria Trust Mortgage Loan, the Glendale Galleria
Controlling Party, 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;

               (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.

          With respect to any Mortgage Loan other than the Glendale Galleria
Trust Mortgage Loan and the related Loan Combination, if, subject to Section
6.11 or Section 6.12, as the case may be, within 10 Business Days of receiving
an Asset Status Report which relates to a recommended action as


                                      -171-



to 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 or Section 6.12, as the case may be, 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, the Trustee and the
Master Servicer a new Asset Status Report as soon as practicable, but in no
event later than 30 days after such disapproval.

          With respect to any Mortgage Loan other than the Glendale Galleria
Trust Mortgage Loan and the related Loan Combination, the Special Servicer shall
revise such Asset Status Report as described above in this Section 3.21(c) until
the Controlling Class Representative shall fail to disapprove such revised Asset
Status Report in writing within 10 Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes one of the determinations
described below. With respect to any Mortgage Loan other than the Glendale
Galleria Trust Mortgage Loan and the related Loan Combination, the Special
Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such modified report, provided such modified
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 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, in the case of a Loan Combination other than Glendale
Galleria Loan Combination, the related Non-Trust Noteholder(s)) 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 (and, in the case of a Loan
Combination other than Glendale Galleria Loan Combination, the related Non-Trust
Noteholder(s)) pursuant to the Servicing Standard.

          In the event the Controlling Class Representative and the Special
Servicer have been unable to agree upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan (other than the Glendale Galleria Trust
Mortgage Loan) within 90 days of the Controlling Class Representative's receipt
of the initial Asset Status Report, the Special Servicer shall implement the
actions directed by the Controlling Class Representative unless doing so would
result in any of the consequences set forth in the penultimate paragraph of this
Section 3.21, in which case the Special Servicer shall implement the actions
described in the most recent Asset Status Report submitted to the Controlling
Class Representative by the Special Servicer.

          In the case of the Glendale Galleria Loan Combination, the Glendale
Galleria Controlling Party shall have a period of 10 days to convey to the
Special Servicer its recommendations regarding the related Asset Status Report.
Notwithstanding the preceding sentence, the Special Servicer may take any action
set forth in an Asset Status Report before the expiration of the 10-day period
referred to in the preceding sentence if (i) the Special Servicer has reasonably
determined that failure to take such action before the expiration of such 10-day
period would materially and adversely affect the interests of the
Certificateholders and the Glendale Galleria Non-Trust Noteholders as a
collective whole and (ii) the Special Servicer has made a reasonable effort to
contact the Glendale Galleria Controlling Party. In the


                                      -172-



event that the Asset Status Report with respect to the Glendale Galleria Trust
Mortgage Loan recommends one of the Glendale Galleria Specially Designated
Servicing Actions, the Special Servicer shall consult with the Glendale Galleria
Controlling Party and (in the instances provided in the Glendale Galleria
Intercreditor Agreement), if the Glendale Galleria Subordinate Noteholder that
holds the Glendale Galleria C-Note Loan is the Glendale Galleria Controlling
Party, shall also consult with the Glendale Galleria Subordinate Noteholder that
holds the Glendale Galleria B-Note Loan and shall not take any Glendale Galleria
Specially Designated Servicing Action unless and until the Glendale Galleria
Controlling Party (subject to the provisions of the Glendale Galleria
Intercreditor Agreement) has approved (or is deemed to have approved) such
action and (in the instances provided in the Glendale Galleria Intercreditor
Agreement), if the Glendale Galleria Subordinate Noteholder that holds the
Glendale Galleria C-Note Loan is the Glendale Galleria Controlling Party, the
Glendale Galleria Subordinate Noteholder that holds the Glendale Galleria B-Note
Loan has approved (or is deemed to have approved) such action.

          In the event that a Glendale Galleria Subordinate Noteholder is no
longer the Glendale Galleria Controlling Party because a Glendale Galleria
Control Appraisal Event is in effect with respect to such Mortgage Loan, such
Glendale Galleria Subordinate Noteholder shall have non-binding consultation
rights to consult with the Special Servicer.

          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.

          Notwithstanding the fact that an Asset Status Report has been prepared
and/or approved, the Controlling Class Representative will remain entitled to
advise and object regarding the actions set forth in Section 6.11(a) and any
related Asset Status Report shall not be a substitute for the exercise of those
rights.

          No direction of the Controlling Class Representative or the majority
of the Certificateholders (or, in the case of the Glendale Galleria Loan
Combination, the Glendale Galleria Controlling Party) in connection with any
Asset Status Report shall (w) 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, (x) result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions or (y) 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 any claim, suit or liability to which they would not otherwise be
subject absent such direction or (z) 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) Subject to Section 3.22(b) and Section 3.22(f), the Master
Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third


                                      -173-



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 (1) 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 (2) (except with respect only to the Sub-Servicing Agreements in
effect as of the date of this Agreement (which agreements are indicated on
Schedule V hereto)) may terminate such sub-servicing 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 and, in the case of a Sub-Servicing Agreement
relating to a Loan Combination, the related Non-Trust Noteholder(s), shall each
be 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, any Non-Trust Noteholder or any Certificateholder shall have any duties
under such agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a Trust Mortgage Loan pursuant to this Agreement to terminate such
agreement with respect to such purchased Trust Mortgage Loan at its option and
without penalty; (v) does not permit the Sub-Servicer to enter into or consent
to any modification, extension, waiver or amendment or otherwise take any action
on behalf of the Special Servicer contemplated by Section 3.08, Section 3.09 and
Section 3.20 hereof without the consent of such Special Servicer or conduct any
sale of a Mortgage Loan or REO Property contemplated by Section 3.18; 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 (including any with an effective
date on or before the Closing Date) shall provide that such agreement shall,
with respect to any Mortgage Loan serviced thereunder, terminate at the time
such Mortgage Loan becomes a Specially Serviced Mortgage Loan (or,
alternatively, be subject to the Special Servicer's rights to service such
Mortgage Loan for so long as such Mortgage Loan continues to be a Specially
Serviced Mortgage Loan), and each Sub-Servicing Agreement entered into by the
Special Servicer shall relate only to Specially Serviced Mortgage Loans and
shall terminate with respect to any such Mortgage Loan that ceases to be 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 each
other copies of all Sub-Servicing Agreements, as well as 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


                                      -174-



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), as applicable, 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, the
Depositor and, if a Loan Combination is involved, the related Non-Trust
Noteholder(s), in writing promptly of the appointment by it of any Sub-Servicer
after the date of this Agreement.

          (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.

          (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of a Loan Combination,
also for the benefit of the related Non-Trust Noteholder(s), shall (at no
expense to the Trustee, the Certificateholders, the subject Loan Combination,
any related Non-Trust Noteholder 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 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 subject 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
KRECM 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
(within the meaning of such Sub-Servicing Agreement) has occurred and is
continuing (that is not subject to any applicable grace or cure period under the
Sub-Servicing Agreement), in each case without paying any sub-servicer
termination fee.

          (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and any Non-Trust Noteholder 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 and/or REO
Properties for which it is responsible.


                                      -175-



          (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 an Adverse Rating Event 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
25% 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.

          In addition, the Special Servicer may not enter into any Sub-Servicing
Agreement without the approval of the Controlling Class Representative, and the
rights and obligations of each of the Master Servicer and the Special Servicer
to appoint a Sub-Servicer with respect to a Loan Combination shall be subject to
the related Loan Combination Intercreditor Agreement.

          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, the Special Servicer, the Fiscal Agent and
each Non-Trust Noteholder, as of the Closing Date, that:

               (i) The Master Servicer is a corporation, duly organized, validly
     existing and in good standing under the laws of the State of Ohio, 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, except where the failure to so qualify or
     comply would not have a material adverse effect on the ability of the
     Master Servicer to perform its obligations hereunder.

               (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 incorporation 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 bankruptcy, liquidation, 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.


                                      -176-



               (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 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 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.

               (vii) Each officer, director, or employee of the Master Servicer
     with responsibilities concerning the servicing and administration of
     Mortgage Loans is covered by errors and omissions insurance and a fidelity
     bond in the amounts and with the coverage as, and to the extent, 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 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, or if any such consent,
     approval, authorization or order has not been or cannot be obtained prior
     to the actual performance by the Master Servicer of its obligations under
     this Agreement, the lack of such item would not have a materially adverse
     effect on the ability of the Master Servicer to perform its obligations
     under 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, the Master Servicer, the Fiscal Agent and
each Non-Trust Noteholder, as of the Closing Date, that:

               (i) The Special Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the Commonwealth of
     Virginia 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
     operating agreement 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.

               (iii) 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,


                                      -177-



     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.

               (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 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 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.


                                      -178-



          SECTION 3.24. Sub-Servicing Agreement Representation and Warranty.

          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, the Fiscal Agent 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 Section 3.22(a) and the second
paragraph of Section 3.22(d) in all material respects.

          SECTION 3.25. Designation of Controlling Class Representative

          (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% 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 50% 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 50% 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, the Master Servicer and the Special Servicer with
written confirmation of its acceptance of such appointment, an address and
facsimile 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 facsimile numbers);
provided that the initial Controlling Class Representative shall be JER
Investors Trust Inc. and no further notice shall be required for such
appointment to be effective.

          (b) Within 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 conclusively 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


                                      -179-



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 Collection Account
pursuant to Section 3.05(a).

          (c) The 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 50% of the 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 among such Holders (or
Certificate Owners) 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 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.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually received with
respect to any Mortgage Loan or REO Loan shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges:

               first, to pay to the Fiscal Agent, the Trustee, the Master
     Servicer or the Special Servicer, in that order (except that payments to
     the Special Servicer and Master Servicer shall be made concurrently on a
     pro rata and pari passu basis), any interest due and owing to such party on
     outstanding Advances made thereby with respect to such Mortgage Loan or REO
     Loan, as the case may be;


                                      -180-



               second, to reimburse the Trust for any interest on Advances paid
     to the Fiscal Agent, the Trustee, the Master Servicer or the Special
     Servicer since the Closing Date with respect to such Mortgage Loan or REO
     Loan, as the case may be, which interest was paid from a source other than
     Default Charges collected on such Mortgage Loan or REO Loan, as the case
     may be;

               third, to pay any outstanding expense incurred by the Special
     Servicer in connection with inspecting the related Mortgaged Property or
     REO Property, as applicable, pursuant to Section 3.12;

               fourth, to reimburse the Trust for any expenses reimbursed to the
     Special Servicer since the Closing Date in connection with inspecting the
     related Mortgaged Property or REO Property, as applicable, pursuant to
     Section 3.12, which expenses were previously paid from a source other than
     Default Charges collected on such Mortgage Loan or REO Loan, as the case
     may be;

               fifth, to pay the appropriate party for any other outstanding
     expense incurred thereby with respect to such Mortgage Loan or REO Loan, as
     the case may be, which expense, if not paid out of Default Charges
     collected on such Mortgage Loan or REO Loan, as the case may be, will
     likely become an Additional Trust Fund Expense;

               sixth, to reimburse the Trust for any other Additional Trust Fund
     Expense paid to the appropriate party since the Closing Date with respect
     to such Mortgage Loan or REO Loan, as the case may be, which Additional
     Trust Fund Expense was paid from a source other than Default Charges
     collected on such Mortgage Loan or REO Loan, as the case may be; and

               seventh, to pay (A) if such Mortgage Loan is a Non-Trust Loan,
     any remaining portion of such Default Charges that is comprised of late
     payment charges and (B) if such Mortgage Loan is a Trust Mortgage Loan or
     such REO Loan is a Trust REO Loan, as the case may be, any remaining
     portion of such Default Charges, in each case as additional master
     servicing compensation to the Master Servicer, if such Default Charges (or
     portion thereof comprised of late payment charges) were collected when the
     loan was a non-Specially Serviced Mortgage Loan, and otherwise to pay (X)
     if such Mortgage Loan is a Non-Trust Loan, any remaining portion of such
     Default Charges that is comprised of late payment charges and (Y) if such
     Mortgage Loan is a Trust Mortgage Loan or such REO Loan is a Trust REO
     Loan, as the case may be, any remaining portion of such Default Charges, in
     each case as additional special servicing compensation to the Special
     Servicer.

          (b) Default Charges applied to reimburse the Trust pursuant to any of
clause second, clause fourth or clause sixth of Section 3.26(a) are intended to
be available for distribution on the Certificates pursuant to Section 4.01(a)
and Section 4.01(b), subject to application pursuant to Section 3.05(a) or
3.05(b) for any items payable out of general collections on the Mortgage Pool,
and if such Default Charges so applied relate to a Loan Combination, they shall
be transferred from the related Loan Combination Custodial Account to the
Collection Account. Default Charges applied to reimburse the Trust pursuant to
any of clause second, clause fourth or clause sixth of Section 3.26(a) shall be
deemed to offset payments of interest on Advances, costs of property inspections
or other Additional Trust Fund Expenses (depending on which clause is
applicable) in the chronological order in which they were made


                                      -181-



or incurred with respect to the subject Mortgage Loan or REO Loan (whereupon
such interest on Advances, costs of property inspections or other Additional
Trust Fund Expenses (depending on which clause is applicable) shall thereafter
be deemed to have been paid out of Default Charges).

          (c) The portion of any Default Charges with respect to a Non-Trust
Loan that is not applied as provided for above in this Section 3.26, shall be
applied pursuant to the related Loan Combination Intercreditor Agreement.

          SECTION 3.27. Controlling Class Representative Contact with Servicer.

               No less often than on a monthly basis, each of the Master
Servicer and the Special Servicer shall, without charge, make a knowledgeable
Servicing Officer via telephone available to verbally answer questions from the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or REO Properties for which the Master Servicer or the
Special Servicer, as the case may be, is responsible. Any such telephone contact
shall be conditioned on the Controlling Class Representative's delivery to the
Master Servicer of an agreement substantially in the form of Exhibit I-1 (or
such other form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable).

          SECTION 3.28. Certain Matters Regarding the Loan Combinations.

          (a) The parties hereto, the Controlling Class Representative by its
acceptance of its rights and obligations set forth herein, and each
Certificateholder by its acceptance of a Certificate, hereby acknowledge the
right of the Non-Trust Noteholders, upon the occurrence of certain specified
events under the related Loan Combination Intercreditor Agreement, to purchase
the related Trust Mortgage Loan that is a part of the related Loan Combination
from the Trust, subject to the terms, conditions and limitations set forth in,
and at the price specified in, the related Loan Combination Intercreditor
Agreement, and the parties hereto agree to take such actions contemplated by the
related Loan Combination Intercreditor Agreement as may be expressly
contemplated thereby, or otherwise reasonably necessary, to allow a Non-Trust
Noteholder to purchase the related Trust Mortgage Loan from the Trust.

          (b) In connection with any purchase of a Trust Mortgage Loan that is
part of a Loan Combination by a related Non-Trust Noteholder pursuant to the
related Loan Combination Intercreditor Agreement, the Master Servicer or the
Special Servicer shall (i) if it receives the applicable purchase price provided
for in the related Loan Combination Intercreditor Agreement and/or any other
amounts payable in connection with the purchase, deposit same, or remit same to
the Master Servicer for deposit, as applicable, into the Collection Account or
the related Loan Combination Custodial Account, as applicable, and so notify the
Trustee; and (ii) deliver the related Servicing File to the Person effecting the
purchase or its designee. In addition, upon its receipt of a Request for Release
from the Master Servicer, the Trustee shall: (i) deliver the related Mortgage
File to the Person effecting the purchase or its designee; and (ii) execute and
deliver such endorsements, assignments and instruments of transfer as shall be
provided to it and are reasonably necessary to vest ownership of the subject
Trust Mortgage Loan in the appropriate purchaser, without recourse,
representations or warranties.

          (c) The parties hereto acknowledge that each Non-Trust Noteholder
shall not (1) owe any fiduciary duty to the Trustee, the Master Servicer, the
Special Servicer or any Certificateholder or


                                      -182-



(2) have any liability to the Trustee or the Certificateholders for any action
taken, or for refraining from the taking of any action pursuant to the related
Loan Combination Intercreditor Agreement or the giving of any consent or for
errors in judgment. Each Certificateholder, by its acceptance of a Certificate,
shall be deemed to have confirmed its understanding that each Non-Trust
Noteholder (i) may take or refrain from taking actions that favor its interests
or the interests of its affiliates over the Certificateholders, (ii) may have
special relationships and interests that conflict with the interest of the
Certificateholders and shall be deemed to have agreed to take no action against
a Non-Trust Noteholder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or conflicts, and (iii)
shall not be liable by reason of its having acted or refrained from acting
solely in its interest or in the interest of its affiliates.

          (d) The parties hereto, the Controlling Class Representative by its
acceptance of its rights and obligations set forth herein, and each
Certificateholder by its acceptance of a Certificate, also hereby acknowledge
the right of the Glendale Galleria Subordinate Noteholders to cure certain
events of default by the Mortgagor with respect to the Glendale Galleria Loan
Combination and to be reimbursed for any amounts advanced in connection with any
such cure, in each case pursuant to and subject to the terms, conditions and
limitations set forth in Sections 3 and 8 of the Glendale Galleria Intercreditor
Agreement. The Trustee, the Master Servicer and the Special Servicer hereby
agree, as provided in and subject to the terms, conditions and limitations set
forth in Section 8 of the Glendale Galleria Intercreditor Agreement, not to
treat any such default by the subject Mortgagor that is so cured by a Glendale
Galleria Subordinate Noteholder as a default for the purposes specified in
Section 8 of the Glendale Galleria Intercreditor Agreement.

          (e) To the extent not otherwise expressly provided for herein, the
Special Servicer shall provide to the Glendale Galleria Controlling Subordinate
Noteholder or its designee, with respect to the Glendale Galleria Subordinate
Non-Trust Loans or any Glendale Galleria REO Property, subject to the same
conditions and restrictions on the distribution of information as apply with
respect to reports, documents and other information with respect to the Trust
Mortgage Loans, the same reports, documents and other information that the
Special Servicer provides to the Trustee with respect to the Glendale Galleria
Trust Mortgage Loan or any Glendale Galleria REO Property, and on a concurrent
basis. The Trustee and the Special Servicer shall each provide or make available
to the Glendale Galleria Controlling Subordinate Noteholder or its designee,
with respect to the Glendale Galleria Subordinate Non-Trust Loans or any
Glendale Galleria REO Property, the same reports, documents and other
information that the Trustee, the Master Servicer or the Special Servicer, as
the case may be, provides to the Controlling Class Representative, in so far as
they relate to the Glendale Galleria Trust Mortgage Loan or any Glendale
Galleria REO Property, and on a concurrent basis. In addition, the Trustee, the
Master Servicer or the Special Servicer, as applicable, shall, upon receipt of a
written request, provide to the Glendale Galleria Controlling Subordinate
Noteholder or its designee (at such holder's cost) all other documents and
information that such holder or its designee may reasonably request with respect
to the Glendale Galleria Subordinate Non-Trust Loans or any Glendale Galleria
REO Property, to the extent such documents and information are in its
possession. Notwithstanding the foregoing, none of the Trustee or the Special
Servicer shall be required to deliver to any Glendale Galleria Controlling
Subordinate Noteholder or its designee any particular report, document or other
information pursuant to this Section 3.28(e) if and to the extent that (but only
if and to the extent that) such particular report, document or other information
is otherwise delivered to the Glendale Galleria Controlling Subordinate
Noteholder within the same time period contemplated by this Section 3.28(e)
pursuant to any other section of this Agreement.


                                      -183-



          SECTION 3.29. The Swap Agreements.

          (a) The Trustee is hereby authorized and directed, not in its
individual capacity but solely as Trustee and on behalf, and for the benefit, of
the Trust, to execute and deliver each Swap Agreement on the Closing Date and to
perform obligations as described herein with respect to each Swap Agreement.
Furthermore, the Trustee is hereby authorized and directed to, and shall,
perform all obligations on the part of the Trustee and/or the Trust under each
Swap Agreement; provided that (i) payments to be made to the Class A-2FL Swap
Counterparty pursuant to Section 3.29(d) shall be made out of amounts allocable
as interest (or, in the case of Class A-2FL Additional Fixed Swap Payments,
Yield Maintenance Charges and Prepayment Premiums) distributable on or with
respect to the Class A-2FL REMIC II Regular Interest, (ii) payments to be made
to the Class A-4FL Swap Counterparty pursuant to Section 3.29(d) shall be made
out of amounts allocable as interest (or, in the case of Class A-4FL Additional
Fixed Swap Payments, Yield Maintenance Charges and Prepayment Premiums)
distributable on or with respect to the Class A-4FL REMIC II Regular Interest
and (iii) any termination payment owing to a Swap Counterparty shall be payable
solely out of any upfront payment made by a replacement swap counterparty with
respect thereto in connection with entering into a replacement interest rate
swap agreement with the Trust, and the Trustee shall not be responsible for
using its own funds in making such payments. Upon the Trustee entering into the
Swap Agreements on behalf of the Trust, the Trust shall be bound by the terms
and conditions of the Swap Agreements.

          (b) Notwithstanding anything to the contrary in this Agreement, the
Class A-2FL Depositor's Retained Amount shall not be a part of the Class A-2FL
Grantor Trust or the Trust Fund, but instead shall belong to the Depositor; and
the Trustee, on behalf of the Trust, hereby assigns to the Depositor the Trust's
entire right, title and interest in and to the Class A-2FL Depositor's Retained
Amount.

          Also notwithstanding anything to the contrary in this Agreement, the
Depositor hereby agrees to pay to the Class A-4FL Swap Counterparty the initial
up-front payment contemplated to be paid by the Depositor under the Class A-4FL
Swap Counterparty on the Closing Date.

          (c) The Trustee shall act as "calculation agent" under each Swap
Agreement and shall timely perform all duties associated therewith.

          In addition, by 5:00 p.m. (New York time) on the Business Day prior to
(or, in the case of item (i) below, no later than the Determination Date
relating to) each Distribution Date, based on (in the case of items (ii) and
(iii) below) the CMSA Loan Periodic Update File for the related Collection
Period provided by the Master Servicer pursuant to Section 3.12, the Trustee
shall notify the Class A-2FL Swap Counterparty in writing of (i) the Class
Principal Balance of the Class A-2FL Certificates immediately prior to the
related Distribution Date, (ii) the amount of any Prepayment Premiums and Yield
Maintenance Charges distributable with respect to the Class A-2FL REMIC II
Regular Interest for the related Distribution Date, and (iii) the amount of
interest distributable with respect to the Class A-2FL REMIC II Regular Interest
pursuant to Section 4.01(a) for such Distribution Date.

          In addition, by 5:00 p.m. (New York time) on the Business Day prior to
(or, in the case of item (i) below, no later than the Determination Date
relating to) each Distribution Date, based on (in the case of items (ii) and
(iii) below) the CMSA Loan Periodic Update File for the related Collection
Period provided by the Master Servicer pursuant to Section 3.12, the Trustee
shall notify the Class A-4FL Swap


                                      -184-



Counterparty in writing of (i) the Class Principal Balance of the Class A-4FL
Certificates immediately prior to the related Distribution Date, (ii) the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable with
respect to the Class A-4FL REMIC II Regular Interest for the related
Distribution Date, and (iii) the amount of interest distributable with respect
to the Class A-4FL REMIC II Regular Interest pursuant to Section 4.01(a) for
such Distribution Date.

          (d) On each Distribution Date, following all deposits to the Floating
Rate Account on or prior to that date pursuant to Section 3.04(c), the Trustee
shall (i) remit the Class A-2FL Net Fixed Swap Payment, the Class A-2FL
Additional Fixed Swap Payment and the Class A-2FL Fixed Payer Shortfall
Reimbursement Payment, in each case if any, to the Class A-2FL Swap Counterparty
out of amounts on deposit in the Floating Rate Account that represent
distributions of Distributable Certificate Interest (or, in the case of the
Class A-2FL Additional Fixed Swap Payments, Yield Maintenance Charges and
Prepayment Premiums) in respect of the Class A-2FL REMIC II Regular Interest;
and (ii) remit the Class A-4FL Net Fixed Swap Payment, the Class A-4FL
Additional Fixed Swap Payment and the Class A-4FL Fixed Payer Shortfall
Reimbursement Payment, in each case if any, to the Class A-4FL Swap Counterparty
out of amounts on deposit in the Floating Rate Account that represent
distributions of Distributable Certificate Interest (or, in the case of the
Class A-4FL Additional Fixed Swap Payments, Yield Maintenance Charges and
Prepayment Premiums) in respect of the Class A-4FL REMIC II Regular Interest;
provided that, during the continuation of a Swap Payment Default under a Swap
Agreement while the Trustee is pursuing remedies under such Swap Agreement, or
following the termination of a Swap Agreement, the Trustee shall not make such
payments to the related Swap Counterparty. If by 3:00 p.m. New York City time on
any Class A-2FL Swap Payment Date the Trustee has not received any Class A-2FL
Net Floating Swap Payment payable by the Class A-2FL Swap Counterparty on such
date, the Trustee shall, consistent with the Class A-2FL Swap Agreement, in
order to, among other things, cause the commencement of the applicable grace
period, promptly notify the Class A-2FL Swap Counterparty that the Trustee has
not received such Class A-2FL Net Floating Swap Payment. If by 3:00 p.m. New
York City time on any Class A-4FL Swap Payment Date the Trustee has not received
any Class A-4FL Net Floating Swap Payment payable by the Class A-4FL Swap
Counterparty on such date, the Trustee shall, consistent with the Class A-4FL
Swap Agreement, in order to, among other things, cause the commencement of the
applicable grace period, promptly notify the Class A-4FL Swap Counterparty that
the Trustee has not received such Class A-4FL Net Floating Swap Payment.

          (e) Subject to Section 8.02(iii), the Trustee shall at all times
enforce the Trust's rights under the Class A-2FL Swap Agreement. In the event of
a Swap Default under the Class A-2FL Swap Agreement, the Trustee shall (i)
provide notice of such Swap Default on the date of such default to the Class
A-2FL Swap Counterparty and (ii) promptly provide written notice to the Holders
of the Class A-2FL Certificates and, subject to Section 8.02(iii), shall be
required to take such actions (following the expiration of any applicable grace
period specified in the Class A-2FL Swap Agreement), unless otherwise directed
in writing by the Holders or Certificate Owners of Class A-2FL Certificates
representing at least 25% of the Class Principal Balance of the Class A-2FL
Certificates, to enforce such rights of the Trust under the Class A-2FL Swap
Agreement as may be permitted by the terms thereof, including termination
thereof, and use any Swap Termination Fees received from the Class A-2FL Swap
Counterparty to enter into a replacement interest rate swap agreement on
substantially identical terms, with a replacement swap counterparty that would
not cause a Collateralization Event (as defined in the Class A-2FL Swap
Agreement). If the costs attributable to entering into a replacement interest
rate swap agreement with respect to the Class A-2FL Certificates would exceed
the amount of any Swap


                                      -185-



Termination Fees received from the Class A-2FL Swap Counterparty, a replacement
interest rate swap agreement with respect to the Class A-2FL Certificates shall
not be entered into and any such proceeds will instead be distributed, pro rata,
to the Holders of the Class A-2FL Certificates on the immediately succeeding
Distribution Date as part of the Class A-2FL Interest Distribution Amount for
such Distribution Date. If any replacement swap counterparty pays any fee in
connection with the execution of any replacement interest rate swap agreement in
respect of the Class A-2FL Certificates with the Trust, the Trustee shall
distribute such fee: first, to the Class A-2FL Swap Counterparty in respect of
the terminated Class A-2FL Swap Agreement, up to the amount of any termination
payment owing to the terminated Class A-2FL Swap Counterparty under, and in
connection with the termination of, such Swap Agreement, and such fee (or
applicable portion thereof) shall be deemed to have been distributed first to
the Depositor as compensation to the Depositor under this Agreement and then
from the Depositor to the Class A-2FL Swap Counterparty in respect of the
terminated Class A-2FL Swap Agreement, and then, any remainder, to the
Depositor. Any expenses, costs and/or liabilities incurred by the Trustee in
connection with enforcing the Class A-2FL Swap Agreement shall be payable and/or
reimbursable solely out of indemnification payments made by Class A-2FL
Certificateholders.

          Any Class A-2FL Distribution Conversion shall become permanent
following the determination by the Trustee (in the circumstances contemplated in
the third sentence of the preceding paragraph) or by the Holders or Certificate
Owners of Class A-2FL Certificates representing at least 25% of the Class
Principal Balance of the Class A-2FL Certificates not to enter into a
replacement interest rate swap agreement and distribution of any Swap
Termination Fees paid by the Class A-2FL Swap Counterparty to the Holders of the
Class A-2FL Certificates. Any Swap Default under, or termination of, the Class
A-2FL Swap Agreement and the consequent Class A-2FL Distribution Conversion
shall not, in and of itself, constitute an Event of Default under this
Agreement.

          Upon any change in the payment terms on the Class A-2FL Certificates,
including as a result of a Class A-2FL Distribution Conversion, termination of a
Class A-2FL Distribution Conversion, a Swap Default under the Class A-2FL Swap
Agreement or the cure of a Swap Default under the Class A-2FL Swap Agreement,
the Trustee shall promptly notify the Depository of the change in payment terms.

          (f) Subject to Section 8.02(iii), the Trustee shall at all times
enforce the Trust's rights under the Class A-4FL Swap Agreement. In the event of
a Swap Default under the Class A-4FL Swap Agreement, the Trustee shall (i)
provide notice of such Swap Default on the date of such default to the Class
A-4FL Swap Counterparty and (ii) promptly provide written notice to the Holders
of the Class A-4FL Certificates and, subject to Section 8.02(iii), shall be
required to take such actions (following the expiration of any applicable grace
period specified in the Class A-4FL Swap Agreement), unless otherwise directed
in writing by the Holders or Certificate Owners of Class A-4FL Certificates
representing at least 25% of the Class Principal Balance of the Class A-4FL
Certificates, to enforce such rights of the Trust under the Class A-4FL Swap
Agreement as may be permitted by the terms thereof, including termination
thereof, and use any Swap Termination Fees received from the Class A-4FL Swap
Counterparty to enter into a replacement interest rate swap agreement on
substantially identical terms, with a replacement swap counterparty that would
not cause a Collateralization Event (as defined in the Class A-4FL Swap
Agreement). If the costs attributable to entering into a replacement interest
rate swap agreement with respect to the Class A-4FL Certificates would exceed
the amount of any Swap Termination Fees received from the Class A-4FL Swap
Counterparty, a replacement interest rate swap agreement with respect to the
Class A-4FL Certificates shall not be entered into and any such proceeds


                                      -186-



will instead be distributed, pro rata, to the Holders of the Class A-4FL
Certificates on the immediately succeeding Distribution Date as part of the
Class A-4FL Interest Distribution Amount for such Distribution Date. If any
replacement swap counterparty pays any fee in connection with the execution of
any replacement interest rate swap agreement in respect of the Class A-4FL
Certificates with the Trust, the Trustee shall distribute such fee: first, to
the Class A-4FL Swap Counterparty in respect of the terminated Class A-4FL Swap
Agreement, up to the amount of any termination payment owing to the terminated
Class A-4FL Swap Counterparty under, and in connection with the termination of,
such Swap Agreement, and such fee (or applicable portion thereof) shall be
deemed to have been distributed first to the Depositor as compensation to the
Depositor under this Agreement and then from the Depositor to the Class A-4FL
Swap Counterparty in respect of the terminated Class A-4FL Swap Agreement, and
then, any remainder, to the Depositor. Any expenses, costs and/or liabilities
incurred by the Trustee in connection with enforcing the Class A-4FL Swap
Agreement shall be payable and/or reimbursable solely out of indemnification
payments made by Class A-4FL Certificateholders.

          Any Class A-4FL Distribution Conversion shall become permanent
following the determination by the Trustee (in the circumstances contemplated in
the third sentence of the preceding paragraph) or by the Holders or Certificate
Owners of Class A-4FL Certificates representing at least 25% of the Class
Principal Balance of the Class A-4FL Certificates not to enter into a
replacement interest rate swap agreement and distribution of any Swap
Termination Fees paid by the Class A-4FL Swap Counterparty to the Holders of the
Class A-4FL Certificates. Any Swap Default under, or termination of, the Class
A-4FL Swap Agreement and the consequent Class A-4FL Distribution Conversion
shall not, in and of itself, constitute an Event of Default under this
Agreement.

          Upon any change in the payment terms on the Class A-4FL Certificates,
including as a result of a Class A-4FL Distribution Conversion, termination of a
Class A-4FL Distribution Conversion, a Swap Default under the Class A-4FL Swap
Agreement or the cure of a Swap Default under the Class A-4FL Swap Agreement,
the Trustee shall promptly notify the Depository of the change in payment terms.


                                      -187-



                                   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, among other things, 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 (ix) and deemed
distributions from REMIC I pursuant to Section 4.01(i), for the following
purposes and in the following order of priority, in each case to the extent of
the remaining portion of the Loan Group 1 Available Distribution Amount and/or
the Loan Group 2 Available Distribution Amount, as applicable:

               (i) to make distributions of interest to the Holders of the Class
     A-1, Class A-1D, Class A-2, Class A-3, Class A-5, Class A-SB and Class A-6
     Certificates and to the Floating Rate Account with respect to the Class
     A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest, from the Loan Group 1 Available Distribution Amount, in an amount
     equal to, and pro rata as among those Classes of Senior Certificates, the
     Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest in accordance with, all Distributable Certificate Interest in
     respect of each such Class of Senior Certificates, the Class A-2FL REMIC II
     Regular Interest and the Class A-4FL REMIC II Regular Interest for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates; and concurrently, to make distributions of interest to
     the Holders of the Class A-1A Certificates, from the Loan Group 2 Available
     Distribution Amount in an amount equal to all Distributable Certificate
     Interest in respect of the Class A-1A Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates; and also concurrently, to make distributions of interest to the
     Holders of the Class X Certificates, from the Loan Group 1 Available
     Distribution Amount and/or the Loan Group 2 Available Distribution Amount,
     in an amount equal to all Distributable Certificate Interest in respect of
     the Class X Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates; provided, however, that
     if the Loan Group 1 Available Distribution Amount and/or the Loan Group 2
     Available Distribution Amount is insufficient to pay in full the
     Distributable Certificate Interest payable as described above in respect of
     any Class of Senior Certificates, the Class A-2FL REMIC II Regular Interest
     or the Class A-4FL REMIC II Regular Interest, as the case may be, on such
     Distribution Date, then the entire Available Distribution Amount shall be
     applied to make distributions of interest to the Holders of the respective
     Classes of the Senior Certificates (exclusive of the Class A-2FL and Class
     A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and the
     Class A-4FL REMIC II Regular Interest, up to an amount equal to, and pro
     rata as among such Classes of Senior Certificates, the Class A-2FL REMIC II
     Regular Interest and the Class A-4FL REMIC II Regular Interest in
     accordance with, the Distributable Certificate Interest in respect of each
     such Class of Senior Certificates, the Class A-2FL REMIC II Regular
     Interest and the Class A-4FL REMIC II Regular Interest for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates, if any;

               (ii) to make distributions of principal, first, to the Holders of
     the Class A-SB Certificates, until the related Class Principal Balance is
     reduced to the Class A-SB Planned


                                      -188-



     Principal Balance for such Distribution Date, second, to the Holders of the
     Class A-1 Certificates and the Holders of the Class A-1D Certificates, on a
     pro rata basis in accordance with the respective Class Principal Balances
     thereof outstanding immediately prior to such Distribution Date, until such
     related Class Principal Balances are reduced to zero, third, to the Holders
     of the Class A-2 Certificates and the Floating Rate Account with respect to
     the Class A-2FL REMIC II Regular Interest, on a pro rata basis in
     accordance with the respective Class Principal Balances thereof outstanding
     immediately prior to such Distribution Date, until such related Class
     Principal Balances are reduced to zero, fourth, to the Holders of the Class
     A-3 Certificates until the related Class Principal Balance is reduced to
     zero, fifth, to the Floating Rate Account with respect to the Class A-4FL
     REMIC II Regular Interest until the related Class Principal Balance is
     reduced to zero, sixth, to the Holders of the Class A-5 Certificates until
     the related Class Principal Balance is reduced to zero, seventh, to the
     Holders of the Class A-SB Certificates, until the related Class Principal
     Balance (after taking into account any distributions of principal made with
     respect to the Class A-SB Certificates on such Distribution Date pursuant
     to subclause first of this clause (ii) is reduced to zero, and eighth, to
     the Holders of the Class A-6 Certificates until the related Class Principal
     Balance is reduced to zero, in that order, in an aggregate amount for
     sub-clauses first through eighth above (not to exceed the aggregate of the
     Class Principal Balances of those Classes of Senior Certificates, the Class
     A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest outstanding immediately prior to such Distribution Date) equal to
     the Loan Group 1 Principal Distribution Amount for such Distribution Date;
     and concurrently, to make distributions of principal to the Holders of the
     Class A-1A Certificates, in an amount (not to exceed the Class Principal
     Balance of the Class A-1A Certificates outstanding immediately prior to
     such Distribution Date) equal to the Loan Group 2 Principal Distribution
     Amount for such Distribution Date; provided that, if the portion of the
     Available Distribution Amount for such Distribution Date remaining after
     the distributions of interest made pursuant to the immediately preceding
     clause (i) is less than the Principal Distribution Amount for such
     Distribution Date, then the Holders of the Class A-1, Class A-1D, Class
     A-2, Class A-3, Class A-5, Class A-SB and Class A-6 Certificates, Grantor
     Trust A-2FL with respect to the Class A-2FL REMIC II Regular Interest and
     Grantor Trust A-4FL with respect to the Class A-4FL REMIC II Regular
     Interest shall have a prior right, relative to the Holders of the Class
     A-1A Certificates, to receive their distributions of principal pursuant to
     this clause (ii) out of the remaining portion of the Loan Group 1 Available
     Distribution Amount for such Distribution Date and the Holders of the Class
     A-1A Certificates shall have a prior right, relative to the Holders of the
     Class A-1, Class A-1D, Class A-2, Class A-3, Class A-5, Class A-SB and
     Class A-6 Certificates, Grantor Trust A-2FL with respect to the Class A-2FL
     REMIC II Regular Interest and Grantor Trust A-4FL with respect to the Class
     A-4FL REMIC II Regular Interest, to receive their distributions of
     principal pursuant to this clause (ii) out of the remaining portion of the
     Loan Group 2 Available Distribution Amount for such Distribution Date; and
     provided, further, that, notwithstanding the foregoing, if the aggregate of
     the Class Principal Balances of the Class AM, Class AJ, 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 P and Class Q Certificates has previously been
     reduced to zero, then distributions of principal will be made to the
     Holders of the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-5,
     Class A-SB, Class A-6 and Class A-1A Certificates and to the Floating Rate
     Account with respect to the Class A-2FL REMIC II Regular Interest and the
     Class A-4FL REMIC II Regular Interest pursuant to this clause (ii) up to an
     amount equal to, and pro rata as among such Classes


                                      -189-



     of Senior Certificates, the Class A-2FL REMIC II Regular Interest and the
     Class A-4FL REMIC II Regular Interest in accordance with, the respective
     Class Principal Balances thereof outstanding immediately prior to such
     Distribution Date (and without regard to Loan Groups or the Principal
     Distribution Amount for such Distribution Date);

               (iii) after the Class Principal Balance of the Class A-1A
     Certificates has been reduced to zero, to make distributions of principal,
     first, to the Holders of the Class A-SB Certificates, until the related
     Class Principal Balance (after taking into account any distributions of
     principal made with respect to the Class A-SB Certificates on such
     Distribution Date pursuant to the immediately preceding clause (ii)) is
     reduced to the Class A-SB Planned Principal Balance for such Distribution
     Date, second, to the Holders of the Class A-1 Certificates and the Holders
     of the Class A-1D Certificates, on a pro rata basis in accordance with the
     respective Class Principal Balances thereof then outstanding, until such
     related Class Principal Balances (after taking into account any
     distributions of principal with respect to those Classes of Senior
     Certificates on such Distribution Date pursuant to the immediately
     preceding clause (ii)) is reduced to zero, third, to the Holders of the
     Class A-2 Certificates and the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest, on a pro rata basis in accordance
     with the respective Class Principal Balances thereof then outstanding,
     until such related Class Principal Balances (after taking into account any
     distributions of principal with respect to the Class A-2 Certificates and
     the Class A-2FL REMIC II Regular Interest on such Distribution Date
     pursuant to the immediately preceding clause (ii)) is reduced to zero,
     fourth, to the Holders of the Class A-3 Certificates until the related
     Class Principal Balance (after taking into account any distributions of
     principal with respect to the Class A-3 Certificates on such Distribution
     Date pursuant to the immediately preceding clause (ii) is reduced to zero,
     fifth, to the Floating Rate Account with respect to the Class A-4FL REMIC
     II Regular Interest, until the related Class Principal Balance (after
     taking into account any distributions of principal made with respect to the
     Class A-4FL REMIC II Regular Interest on such Distribution Date pursuant to
     the immediately preceding clause (ii)) is reduced to zero, sixth, to the
     Holders of the Class A-5 Certificates, until the related Class Principal
     Balance (after taking into account any distributions of principal made with
     respect to the Class A-5 Certificates on such Distribution Date pursuant to
     the immediately preceding clause (ii)) is reduced to zero, seventh, to the
     Holders of the Class A-SB Certificates, until the related Class Principal
     Balance (after taking into account any distributions of principal made with
     respect to the Class A-SB Certificates on such Distribution Date pursuant
     to the immediately preceding clause (ii) and/or clause first of this clause
     (iii)) is reduced to zero, and eighth, to the Holders of the Class A-6
     Certificates, until the related Class Principal Balance (after taking into
     account any distributions of principal with respect to the Class A-6
     Certificates on such Distribution Date pursuant to the immediately
     preceding clause (ii)) is reduced to zero, in that order, in an aggregate
     amount for subclauses first through eighth above (not to exceed the
     aggregate of the Class Principal Balances of those Classes of Senior
     Certificates, the Class A-2FL REMIC II Regular Interest and the Class A-4FL
     REMIC II Regular Interest outstanding immediately prior to such
     Distribution Date, reduced by any distributions of principal made with
     respect to those Classes of Senior Certificates, the Class A-2FL REMIC II
     Regular Interest and the Class A-4FL REMIC II Regular Interest on such
     Distribution Date pursuant to the immediately preceding clause (ii)) equal
     to the excess, if any, of (A) the Loan Group 2 Principal Distribution
     Amount for such Distribution Date, over (B) the distributions of principal
     made with respect to the Class A-1A Certificates on such Distribution Date
     pursuant to the immediately preceding clause (ii);


                                      -190-



               (iv) after the aggregate of the Class Principal Balances of the
     Class A-1, Class A-1D, Class A-2, Class A-3, Class A-5, Class A-SB and
     Class A-6 Certificates, the Class A-2FL REMIC II Regular Interest and the
     Class A-4FL REMIC II Regular Interest has been reduced to zero, to make
     distributions of principal to the Holders of the Class A-1A Certificates,
     in an amount (not to exceed the Class Principal Balance of the Class A-1A
     Certificates outstanding immediately prior to such Distribution Date,
     reduced by any distributions of principal made with respect to the Class
     A-1A Certificates on such Distribution Date pursuant to clause (ii) above)
     equal to the excess, if any, of (A) the Loan Group 1 Principal Distribution
     Amount for such Distribution Date, over (B) the aggregate distributions of
     principal made with respect to the Class A-1, Class A-1D, Class A-2, Class
     A-3, Class A-5, Class A-SB and/or Class A-6 Certificates, the Class A-2FL
     REMIC II Regular Interest and/or the Class A-4FL REMIC II Regular Interest
     on such Distribution Date pursuant to clause (ii) above;

               (v) to make distributions to the Holders of the Class A-1, Class
     A-1D, Class A-2, Class A-3, Class A-5, Class A-SB, Class A-6 and Class A-1A
     Certificates and to the Floating Rate Account with respect to the Class
     A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest, in an amount equal to, pro rata in accordance with, and in
     reimbursement of, all Realized Losses and Additional Trust Fund Expenses,
     if any, previously allocated to each such Class of Senior Certificates, the
     Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest, respectively, and not previously reimbursed;

               (vi) to make distributions of interest to the Holders of the
     Class AM 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;

               (vii) after the Class Principal Balances of the Class A-1, Class
     A-1D, Class A-2, Class A-3, Class A-5, Class A-SB, Class A-6 and Class A-1A
     Certificates, the Class A-2FL REMIC II Regular Interest and the Class A-4FL
     REMIC II Regular Interest have been reduced to zero, to make distributions
     of principal to the Holders of the Class AM Certificates, in an amount (not
     to exceed the Class Principal Balance of the Class AM 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 Sequential Pay Certificates and/or to the Floating Rate
     Account with respect to the Class A-2FL REMIC II Regular Interest and/or
     the Class A-4FL REMIC II Regular Interest pursuant to any prior clause of
     this Section 4.01(a));

               (viii) to make distributions to the Holders of the Class AM
     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 AM Certificates and not previously reimbursed;

               (ix) to make distributions of interest to the Holders of the
     Class AJ 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;


                                      -191-



               (x) after the Class Principal Balance of the Class AM
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class AJ Certificates, in an amount (not to exceed
     the Class Principal Balance of the Class AJ 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
     Sequential Pay Certificates and/or to the Floating Rate Account with
     respect to the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL
     REMIC II Regular Interest pursuant to any prior clause of this Section
     4.01(a));

               (xi) to make distributions to the Holders of the Class AJ
     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 AJ Certificates and not previously reimbursed;

               (xii) to make 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;

               (xiii) after the Class Principal Balance of the Class AJ
     Certificates has been reduced to zero, to make 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 such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xiv) to make 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;

               (xv) to make 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;

               (xvi) after the Class Principal Balance of the Class B
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));


                                      -192-



               (xvii) to make 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;

               (xviii) to make 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;

               (xix) after the Class Principal Balance of the Class C
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xx) to make 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;

               (xxi) to make 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;

               (xxii) after the Class Principal Balance of the Class D
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xxiii) to make 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;

               (xxiv) to make 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;

               (xxv) after the Class Principal Balance of the Class E
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class F Certificates, in


                                      -193-



     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 Sequential Pay Certificates and/or to the Floating
     Rate Account with respect to the Class A-2FL REMIC II Regular Interest
     and/or the Class A-4FL REMIC II Regular Interest pursuant to any prior
     clause of this Section 4.01(a));

               (xxvi) to make 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;

               (xxvii) to make 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;

               (xxviii) after the Class Principal Balance of the Class F
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xxix) to make 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 Expenses, if any, previously allocated to
     the Class G Certificates and not previously reimbursed;

               (xxx) to make 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;

               (xxxi) after the Class Principal Balance of the Class G
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xxxii) to make 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
     the Class H Certificates and not previously reimbursed;


                                      -194-



               (xxxiii) to make 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;

               (xxxiv) after the Class Principal Balance of the Class H
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xxxv) to make 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;

               (xxxvi) to make 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;

               (xxxvii) after the Class Principal Balance of the Class J
     Certificates has been reduced to zero, to make 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 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xxxviii) to make 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;

               (xxxix) to make 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;

               (xl) after the Class Principal Balance of the Class K
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account


                                      -195-



     with respect to the Class A-2FL REMIC II Regular Interest and/or the Class
     A-4FL REMIC II Regular Interest pursuant to any prior clause of this
     Section 4.01(a));

               (xli) to make 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;

               (xlii) to make 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;

               (xliii) after the Class Principal Balance of the Class L
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xliv) to make 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;

               (xlv) to make distributions of interest to the Holders of the
     Class N Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class N Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

               (xlvi) after the Class Principal Balance of the Class M
     Certificates has been reduced to zero, to make 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (xlvii) to make 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;

               (xlviii) to make distributions of interest to the Holders of the
     Class P Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class P Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;


                                      -196-



               (xlix) after the Class Principal Balance of the Class N
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class P Certificates, in an amount (not to exceed the
     Class Principal Balance of the Class P 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (l) to make distributions to the Holders of the Class P
     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 P Certificates and not previously reimbursed;

               (li) to make distributions of interest to the Holders of the
     Class Q Certificates, in an amount equal to all Distributable Certificate
     Interest in respect of the Class Q Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

               (lii) after the Class Principal Balance of the Class P
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class Q Certificates, in an amount (not to exceed the
     Class Principal Balance of the Class Q 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 Sequential
     Pay Certificates and/or to the Floating Rate Account with respect to the
     Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC II
     Regular Interest pursuant to any prior clause of this Section 4.01(a));

               (liii) to make distributions to the Holders of the Class Q
     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 Q Certificates and not previously reimbursed;

               (liv) 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(i), over (B)
     the aggregate distributions made in respect of the Regular Certificates,
     the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II
     Regular Interest on such Distribution Date pursuant to clauses (i) through
     (liii) above; and

               (lv) to make distributions to the Holders of the Class R-I
     Certificates of the excess, if any, of (A) the Available Distribution
     Amount for such Distribution Date, over (B) the aggregate distributions
     made in respect of the REMIC II Certificates, the Class A-2FL REMIC II
     Regular Interest and the Class A-4FL REMIC II Regular Interest on such
     Distribution Date pursuant to clauses (i) through (liv) above.

          Distributions in reimbursement of Realized Losses and Additional Trust
Fund Expenses previously allocated to a Class of Sequential Pay Certificates,
the Class A-2FL REMIC II Regular


                                      -197-



Interest or the Class A-4FL REMIC II Regular Interest 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 X
Certificates on any Distribution Date pursuant to clause (i) above, shall be
deemed to have been made in respect of all the Class X Components, pro rata in
accordance with the respective amounts of Accrued Component Interest with
respect to the Class X Components for such Distribution Date, 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 on deposit therein that represent Prepayment
Premiums and/or Yield Maintenance Charges actually collected on the Trust
Mortgage Loans and any Trust REO Loans during the related Collection Period
(excluding any portion of such Prepayment Premiums and/or Yield Maintenance
Charges applied pursuant to Section 4.01(k) to reimburse the Holders of one or
more Classes of Sequential Pay Certificates and/or the Floating Rate Account
with respect to the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL
REMIC II Regular Interest in respect of Realized Losses and/or Additional Trust
Fund Expenses previously allocated thereto) and shall be deemed to distribute
such Prepayment Premiums and/or Yield Maintenance Charges (or remaining portion
thereof) from REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1
(whether or not such REMIC I Regular Interest 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 (or remaining portion
thereof), as additional yield, as follows:

               (i) first, to the Holders of the respective Classes of Sequential
     Pay Certificates (other than any Excluded Class thereof) entitled to
     distributions of principal pursuant to Section 4.01(a) on such Distribution
     Date with respect to the Loan Group that includes the prepaid Trust
     Mortgage Loan or Trust REO Loan, as the case may be, and to the Floating
     Rate Account with respect to the Class A-2FL REMIC II Regular Interest
     and/or the Class A-4FL REMIC II Regular Interest (if, in either such case,
     distributions of principal are being made with respect thereto on such
     Distribution Date, pursuant to Section 4.01(a), with respect to the Loan
     Group that includes the prepaid Trust Mortgage Loan or Trust REO Loan, as
     the case may be), up to an amount equal to, and pro rata based on, the
     Additional Yield and Prepayment Amount for each such Class of Certificates
     the Class A-2Fl REMIC II Regular Interest (if applicable) and/or the Class
     A-4FL REMIC II Regular Interest (if applicable) for such Distribution Date
     with respect to the subject Prepayment Premium or Yield Maintenance Charge,
     as the case may be; and

               (ii) second, to the Holders of the Class X Certificates, to the
     extent of any remaining portion of the subject Yield Maintenance Charge or
     Prepayment Premium, as the case may be (excluding any portion of such
     Prepayment Premium and/or Yield Maintenance Charge applied pursuant to
     Section 4.01(k) to reimburse the Holders of one or more Classes of
     Sequential Pay Certificates and/or the Floating Rate Account with respect
     to the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL REMIC
     II Regular Interest in respect of Realized Losses and/or Additional Trust
     Fund Expenses previously allocated thereto).


                                      -198-



          On each Distribution Date, the Trustee shall withdraw from the
Additional Interest Account any amounts that represent Additional Interest
actually collected during the related Collection Period on the Trust ARD Loans
and any successor Trust REO Loans with respect thereto and shall distribute such
amounts among the Holders of the Class Z Certificates pro rata in accordance
with their respective Percentage Interests of such Class.

          (c) Subject to Section 3.29, on each Distribution Date, the Trustee
shall apply amounts on deposit in the Class A-2FL Sub-Account for the following
purposes and in the following order of priority, in each case to the extent of
the Class A-2FL Available Funds (exclusive of any portion thereof that
constitutes Yield Maintenance Charges and/or Prepayment Premiums) for such
Distribution Date:

               (i) to make distributions of interest to the Holders of the Class
          A-2FL Certificates, up to the Class A-2FL Interest Distribution Amount
          for such Distribution Date;

               (ii) to make distributions of principal to the Holders of the
          Class A-2FL Certificates, in reduction of the Class Principal Balance
          thereof, up to the Class A-2FL Principal Distribution Amount for such
          Distribution Date, until such Class Principal Balance has been reduced
          to zero;

               (iii) to reimburse the Holders of the Class A-2FL Certificates,
          until all Realized Losses and Additional Trust Fund Expenses
          previously allocated to the Class A-2FL Certificates, but not
          previously reimbursed, have been reimbursed in full; and

               (iv) to make distributions to the Holders of the Class A-2FL
          Certificates of any remaining amount.

          For so long as the Class A-2FL Swap Agreement is in effect and there
is no continuing payment default thereunder on the part of the A-2FL Swap
Counterparty, all Prepayment Premiums and Yield Maintenance Charges allocable to
the Class A-2FL REMIC II Regular Interest shall be payable to the A-2FL Swap
Counterparty pursuant to the terms of the Class A-2FL Swap Agreement. However,
during the occurrence of a payment default on the part of the A-2FL Swap
Counterparty under the Class A-2FL Swap Agreement or if the Class A-2FL Swap
Agreement is terminated and a replacement Class A-2FL Swap Agreement is not
obtained, then all Prepayment Premiums and Yield Maintenance Charges distributed
to the Floating Rate Account with respect to the Class A-2FL REMIC II Regular
Interest shall be distributed by the Trustee to the Holders of the Class A-2FL
Certificates on the subject Distribution Date.

          Subject to Section 3.29, on each Distribution Date, the Trustee shall
apply amounts on deposit in the Class A-4FL Sub-Account for the following
purposes and in the following order of priority, in each case to the extent of
the Class A-4FL Available Funds (exclusive of any portion thereof that
constitutes Yield Maintenance Charges and/or Prepayment Premiums) for such
Distribution Date:


                                      -199-



               (v) to make distributions of interest to the Holders of the Class
          A-4FL Certificates, up to the Class A-4FL Interest Distribution Amount
          for such Distribution Date;

               (vi) to make distributions of principal to the Holders of the
          Class A-4FL Certificates, in reduction of the Class Principal Balance
          thereof, up to the Class A-4FL Principal Distribution Amount for such
          Distribution Date, until such Class Principal Balance has been reduced
          to zero;

               (vii) to reimburse the Holders of the Class A-4FL Certificates,
          until all Realized Losses and Additional Trust Fund Expenses
          previously allocated to the Class A-4FL Certificates, but not
          previously reimbursed, have been reimbursed in full; and

               (viii) to make distributions to the Holders of the Class A-4FL
          Certificates of any remaining amount.

          For so long as the Class A-4FL Swap Agreement is in effect and there
is no continuing payment default thereunder on the part of the A-4FL Swap
Counterparty, all Prepayment Premiums and Yield Maintenance Charges allocable to
the Class A-4FL REMIC II Regular Interest shall be payable to the A-4FL Swap
Counterparty pursuant to the terms of the A-4FL Swap Agreement. However, during
the occurrence of a payment default on the part of the A-4FL Swap Counterparty
under the A-4FL Swap Agreement or if the A-4FL Swap Agreement is terminated and
a replacement Class A-4FL Swap Agreement is not obtained, then all Prepayment
Premiums and Yield Maintenance Charges distributed to the Floating Rate Account
with respect to the Class A-4FL REMIC II Regular Interest shall be distributed
by the Trustee to the Holders of the Class A-4FL Certificates on the subject
Distribution Date.

          (d) 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 provided the Trustee with wiring
instructions no less than five Business Days prior to (or, in the case of the
initial Distribution Date, no later than) 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)
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


                                      -200-



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.

          (e) 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, the Master Servicer, the
Special Servicer or the Fiscal Agent 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.

          (f) 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.

          (g) 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


                                      -201-



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(g) 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.

          (h) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal income tax 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 Trustee with any IRS Form W-9 or W-8
(including Form W-8ECI, W-8BEN or W-IMY) 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 income tax
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

          (i) All distributions of interest, principal and reimbursements of
previously allocated Realized Losses and Additional Trust Fund Expenses made in
respect of any Class of Sequential Pay Certificates (exclusive of the Class
A-2FL Certificates and the Class A-4FL Certificates), the Class A-2FL REMIC II
Regular Interest and the Class A-4FL REMIC II Regular Interest on each
Distribution Date pursuant to Section 4.01(a), 4.01(j) or 4.01(k) shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest. All distributions made in respect of the
Class X Certificates on each Distribution Date pursuant to Section 4.01(a), and
allocable to any particular Class X Component 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 Class X Component's Corresponding
REMIC I Regular Interest. In each case, if such distribution on any such Class
of Regular Certificates, the Class A-2FL REMIC II Regular Interest or the Class
A-4FL REMIC II Regular Interest, as the case may be, 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, the Class A-2FL REMIC II Regular Interest or the Class A-4FL REMIC
II Regular Interest, as the case may be, then the corresponding distribution
deemed to be made on a REMIC I Regular Interest pursuant to either of 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.

          (j) On each Distribution Date, the Trustee shall withdraw amounts from
the Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse
the Holders of the Sequential Pay Certificates (other than the Class A-2FL and
Class A-4FL Certificates) and to reimburse the Floating


                                      -202-



Rate Account with respect to the Class A-2FL REMIC II Regular Interest and the
Class A-4FL REMIC II Regular Interest (in the same order as such reimbursements
would be made pursuant to Section 4.01(a)) up to an amount equal to all Realized
Losses and Additional Trust Fund Expenses, if any, previously deemed allocated
to them and unreimbursed after application of the Available Distribution Amount
for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account
will not reduce the Class Principal Balance of any Class of Sequential Pay
Certificates, the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL
REMIC II Regular Interest. Any amounts remaining in the Gain-on-Sale Reserve
Account after such distributions shall be applied to offset future Realized
Losses and Additional Trust Fund Expenses and, upon termination of the Trust
Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be
distributed to the Class R-I Certificateholders.

          (k) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to any Prepayment Premium and/or Yield
Maintenance Charge that was received in respect of a Trust Specially Serviced
Mortgage Loan during the related Collection Period to the extent that Realized
Losses and/or Additional Trust Fund Expenses had been allocated to one or more
Classes of Sequential Pay Certificates (other than the Class A-2FL and Class
A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and/or the Class
A-4FL REMIC II Regular Interest pursuant to Section 4.04 and had not been
previously reimbursed, and the Trustee shall distribute such amounts to
reimburse the Holders of the Sequential Pay Certificates (other than the Class
A-2FL and Class A-4FL Certificates) and to reimburse the Floating Rate Account
with respect to the Class A-2FL REMIC II Regular Interest and the Class A-4FL
REMIC II Regular Interest (in the same order as such reimbursements would be
made pursuant to Section 4.01(a)) up to an amount equal to all such Realized
Losses and Additional Trust Fund Expenses, if any, previously deemed allocated
to them and remaining unreimbursed after application of the Available
Distribution Amount for such Distribution Date and the amounts on deposit in the
Gain-on-Sale Reserve Account. Any such amounts paid from the Distribution
Account will not reduce the Class Principal Balance of any Class of Sequential
Pay Certificates, the Class A-2FL REMIC II Regular Interest or the Class A-4FL
REMIC II Regular Interest.

          SECTION 4.02. Statements to Certificateholders.

          (a) On each Distribution Date, the Trustee shall make available
electronically via its Internet Website or, upon written request, by first class
mail, 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, each Rating Agency and
any other Person designated in writing by the Depositor, 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. Each Distribution Date Statement shall be in
the form set forth on Exhibit B hereto and, in any event, shall set forth:

               (i) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Sequential Pay 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, the Class A-2FL
     Certificates and/or the Class A-4FL Certificates allocable to Distributable
     Certificate Interest, the Class A-2FL Interest Distribution Amount and/or
     the Class A-4FL Interest Distribution Amount, as the case may be;


                                      -203-



               (iii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Certificates, the Class A-2FL
     Certificates and/or the Class A-4FL 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 Sequential Pay Certificates in reimbursement
     of previously allocated Realized Losses and Additional Trust Fund Expenses;

               (v) the Available Distribution Amount for such Distribution Date
     and the respective portions thereof allocable to each Loan Group;

               (vi) (a) the aggregate amount of P&I Advances made with respect
     to the entire Mortgage Pool, and made with respect to each Loan Group, for
     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 made with respect to the
     entire Mortgage Pool, and made with respect to each Loan Group, 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 made with respect to the entire Mortgage Pool, and made with
     respect to each Loan Group, as of the close of business on the related
     Determination Date and (c) the aggregate amount of all Nonrecoverable
     Advances made with respect to the entire Mortgage Pool, and made with
     respect to each Loan Group, as of the close of business on the related
     Determination Date;

               (vii) the aggregate unpaid principal balance of the Mortgage Pool
     and of each Loan Group outstanding as of the close of business on the
     related Determination Date;

               (viii) the aggregate Stated Principal Balance of the Mortgage
     Pool and of each Loan Group 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 Trust
     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 the Trust
     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 Trust Mortgage Loan referred to in the preceding
     clause (x) above, (A) the loan number thereof, (B) the Stated Principal
     Balance thereof immediately following such Distribution Date, and (C) a
     brief description of any executed loan modification;

               (xii) with respect to any Trust Mortgage Loan as to which a
     Liquidation Event occurred during the related Collection Period (other than
     a payment in full), (A) the loan


                                      -204-



     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 Trust 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 Trust 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, the
     Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
     Interest, as well as the Class A-2FL Interest Distribution Amount and the
     Class A-4FL Interest Distribution Amount, for such Distribution Date;

               (xv) any unpaid Distributable Certificate Interest in respect of
     each Class of Regular Certificates, the Class A-2FL REMIC II Regular
     Interest and the Class A-4FL REMIC II Regular Interest, respectively, as
     well as any unpaid portion of the Class A-2FL Interest Distribution Amount
     and the Class A-4FL Interest Distribution Amount, respectively, after
     giving effect to the distributions made on such Distribution Date;

               (xvi) the Pass-Through Rate for each Class of Regular
     Certificates, the Class A-2FL REMIC II Regular Interest, the Class A-4FL
     REMIC II Regular Interest, the Class A-2FL Certificates, and the Class
     A-4FL Certificates for such Distribution Date;

               (xvii) the Principal Distribution Amount, the Loan Group 1
     Principal Distribution Amount and the Loan Group 2 Principal Distribution
     Amount for such Distribution Date, in each case 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 Trust 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 Sequential Pay
     Certificates, as well as the Class X Notional Amount, 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;


                                      -205-



               (xxi) the Certificate Factor for each Class of Regular
     Certificates, the Class A-2FL Certificates and the Class A-4FL
     Certificates, respectively, immediately following such Distribution Date;

               (xxii) the aggregate amount of interest on P&I Advances in
     respect of the Mortgage Pool and in respect of each Loan Group 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 in
     respect of the Mortgage Pool and in respect of each Loan Group paid to the
     Master Servicer, the Special 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 compensation paid to the
     Master Servicer and the Special Servicer during the related Collection
     Period;

               (xxv) the loan number for each Trust Required Appraisal Mortgage
     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, the Class A-2FL Certificates and the
     Class A-4FL Certificates, respectively;

               (xxvii) the original and then current ratings known to the
     Trustee for each Class of Regular Certificates, the Class A-2FL
     Certificates and the Class A-4FL Certificates, respectively;

               (xxviii) the aggregate amount of Prepayment Premiums and Yield
     Maintenance Charges collected during the related Collection Period;

               (xxix) the value of any REO Property included in the Trust Fund
     as of the end of the related Determination Date for such Distribution Date,
     based on the most recent Appraisal or valuation;

               (xxx) the amounts, if any, actually distributed with respect to
     the Class Z Certificates, the Class R-I Certificates and the Class R-II
     Certificates, respectively, on such Distribution Date; and

               (xxxi) all payments to and from each Swap Counterparty during the
     month of such Distribution Date and the respective components thereof.

          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), (xxiv) and
(xxix) 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.


                                      -206-



          The Trustee may conclusively 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).

          On each Distribution Date, the Trustee shall make available via its
Internet Website the information specified in Section 3.15(b) to the Persons
specified therein. 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 Mortgagor 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. None of the
Trustee, the Master Servicer or 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 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 facsimile from the Trustee; provided that the cost of such
overnight courier delivery or facsimile shall be an expense of the party
requesting such information.

          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.


                                      -207-



          (b) In the performance of its obligations set forth in Section 4.05
and its other duties hereunder, the Trustee may, absent bad faith, 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.

          SECTION 4.03. P&I Advances; Reimbursement of P&I Advances and
               Servicing 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 Collection 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
Collection 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 Collection Account on or before the
next succeeding Determination Date (to the extent not previously replaced
through the deposit of Late Collections 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 the facsimile
number set forth in Section 11.05 (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 11:00 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 12:00 p.m., or if the Trustee fails, the
Fiscal Agent shall, 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) with respect to the Master Servicer, 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 the Mortgage Pool for
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
Periodic Payments, net of related Master Servicing Fees, in respect of the Trust
Mortgage Loans (including, without limitation, Trust Balloon Loans delinquent as
to their respective Balloon Payments) and any Trust 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 Trust 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 Trust 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, or if the final
maturity on any Trust Mortgage Loan shall be extended in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or


                                      -208-



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 Periodic Payment, then the Master Servicer, the Trustee or
the Fiscal Agent shall, as to such Trust Mortgage Loan only, advance only the
amount of the Periodic Payment due and owing after taking into account such
reduction (net of related Master Servicing Fees) in the event of subsequent
delinquencies thereon; and (y) if any Trust Mortgage Loan or Trust REO Loan is a
Required Appraisal Mortgage Loan as to which it is determined that an Appraisal
Reduction Amount exists, 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, the
Master Servicer, the Trustee or the Fiscal Agent will be required in the event
of subsequent delinquencies to advance in respect of such Trust Mortgage Loan or
Trust REO Loan, as the case may be, only an amount equal to the sum of (A) the
interest portion of the P&I Advance required to be made equal to the product of
(1) the amount of the interest portion of the P&I Advance for that Trust
Mortgage Loan or Trust REO Loan, as the case may be, for the related
Distribution Date without regard to this sentence, and (2) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance
of that Trust Mortgage Loan or Trust REO Loan, as the case may be, immediately
prior to the related Distribution Date, net of the related Appraisal Reduction
Amount, if any, and the denominator of which is equal to the Stated Principal
Balance of that Trust Mortgage Loan or Trust REO Loan, as the case may be,
immediately prior to the related Distribution Date, and (B) the amount of the
principal portion of the P&I Advance that would otherwise be required without
regard to this clause (y). In the case of the Glendale Galleria Trust Mortgage
Loan or any successor Trust REO Loan with respect thereto, the reference to
"Appraisal Reduction Amount" in clause (y) of the proviso to the preceding
sentence means the portion of any Appraisal Reduction Amount with respect to the
Glendale Galleria Loan Combination that is allocable, in accordance with the
definition of "Appraisal Reduction Amount", to the Glendale Galleria Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto, as the case
may be.

          (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 or Special Servicer that a prior P&I Advance (or, assuming that it was
still outstanding, any Unliquidated Advance in respect thereof) that has been
made constitutes 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
Officer's 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 Collection 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. As soon as practical after making such
determination, the Special Servicer shall report to the Master Servicer, the
Trustee and the Fiscal Agent, the Special Servicer's determination that any P&I
Advance made with respect to any previous Distribution Date or required to be
made with respect to the next following Distribution Date with respect to any
Trust Specially Serviced Mortgage Loan or Trust REO Loan is a Nonrecoverable P&I
Advance. The Master Servicer, the Trustee and the Fiscal Agent shall act in
accordance with such determination and shall be entitled to conclusively rely on
such determination. The Trustee and the


                                      -209-



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 the Trustee and the Fiscal Agent 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 or the Special 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 Special Servicer, 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.

          If the Master Servicer receives written notice that the primary party
responsible for making delinquency advances similar to P&I Advances under any
Glendale Galleria Pari Passu Non-Trust Loan Securitization Agreement has
determined, in accordance with the requirements of that agreement, that any such
delinquency advance made or to be made with respect to the Glendale Galleria
Pari Passu Non-Trust Loan (or any successor REO Loan with respect thereto) would
not ultimately be recoverable out of collections on the Glendale Galleria Pari
Passu Non-Trust Loan (or such REO Loan), then the Master Servicer shall deliver
written notice to such effect to the Trustee, the Fiscal Agent and the
Depositor.

          If the Master Servicer or Special Servicer determines that any P&I
Advance made or to be made with respect to the Glendale Galleria Trust Mortgage
Loan (or any successor Trust REO Loan with respect thereto) is or, if made,
would be a Nonrecoverable P&I Advance, then the Master Servicer shall notify, in
writing, its counterpart in respect of any Glendale Galleria Pari Passu
Non-Trust Loan Related MBS within one (1) Business Day of such determination,
which written notice shall be accompanied by the supporting evidence for such
determination. The Master Servicer shall also notify, in writing, its
counterpart in respect of any Glendale Galleria Pari Passu Non-Trust Loan
Related MBS (within one (1) Business Day of such determination) if it
subsequently determines that P&I Advances made or to be made with respect to the
Glendale Galleria Trust Mortgage Loan (or any successor Trust REO Loan with
respect thereto) are no longer Nonrecoverable P&I Advances. Following a
determination of nonrecoverability by the Master Servicer or the Special
Servicer or by another party responsible for making delinquency advances similar
to P&I Advances with respect to the Glendale Galleria Pari Passu Non-Trust Loan
(or any successor REO Loan with respect thereto) in accordance with the
preceding paragraph, prior to the Master Servicer resuming P&I Advances with
respect to the Glendale Galleria Trust Mortgage Loan (or any successor Trust REO
Loan with respect thereto), the Master Servicer shall consult with its
counterpart under the securitization of the Glendale Galleria Pari Passu
Non-Trust Loan regarding whether circumstances with respect to the Glendale
Galleria Loan Combination have changed such that a proposed future P&I Advance
would not be a Nonrecoverable P&I Advance.

          (d) In connection with the recovery by the Master Servicer, the
Trustee or the Fiscal Agent of any P&I Advance out of the Collection Account
pursuant to Section 3.05(a), subject to the following 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 Collection Account,
interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such P&I Advance (to the


                                      -210-



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 Default Charges
received on the related Trust Mortgage Loan or Trust REO Loan during the
Collection Period in which such reimbursement is made, then from general
collections on the Trust Mortgage Loans then on deposit in the Collection
Account; provided, however, that no interest shall accrue on any P&I Advance
made with respect to a Trust Mortgage Loan if the related Periodic Payment is
received on or prior to the Due Date of such Trust Mortgage Loan, prior to the
expiration of any applicable grace period or prior to the related P&I Advance
Date; and provided, further, that, if such P&I Advance was made with respect to
a Trust Mortgage Loan that is part of a Loan Combination or any successor Trust
REO Loan with respect thereto, then such interest on such P&I Advance shall
first be payable out of amounts on deposit in the related Loan Combination
Custodial Account in accordance with Section 3.05(e). Subject to Section
4.03(f), 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
was received by the Master Servicer on or prior to the related P&I Advance Date.

          (e) In no event shall the Master Servicer, the Trustee or the Fiscal
Agent make a P&I Advance with respect to any Non-Trust Loan.

          (f) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections deposited
in the Collection Account, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, at its own option, instead of
obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
immediately, may elect to refrain from obtaining such reimbursement for such
portion of the Nonrecoverable Advance during the one-month Collection Period
ending on the then-current Determination Date. If any of the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent makes such an election at
its sole option to defer reimbursement with respect to all or a portion of a
Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent Collection Period (subject,
again, to the same sole option to defer; it is acknowledged that, in such a
subsequent period, such Nonrecoverable Advance shall again be payable first from
principal collections as described above prior to payment from other
collections). In connection with a potential election by any of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof
during the one-month Collection Period ending on the related Determination Date
for any Distribution Date, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, shall further be authorized to
wait for principal collections to be received before making its determination of
whether to refrain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof until the end of such Collection Period. The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed
on such Person for any failure by such Person to comply with the conditions to
making such an election under this subsection or to comply with the terms of
this subsection and the other provisions of this Agreement that apply once such
an election, if any, has been made. Any election by any of the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent to refrain from
reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any Collection Period shall not be
construed to impose on any of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal


                                      -211-



Agent, as the case may be, any obligation to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election) with respect to any subsequent Collection Period or to constitute a
waiver or limitation on the right of the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent, as the case may be, to otherwise be reimbursed
for such Nonrecoverable Advance (together with interest thereon). Any such
election by any of the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent shall not be construed to impose any duty on the other such party
to make such an election (or any entitlement in favor of any Certificateholder
or any other Person to such an election). Any such election by any such party to
refrain from reimbursing itself or obtaining reimbursement for any
Nonrecoverable Advance or portion thereof with respect to any one or more
Collection Periods shall not limit the accrual of interest on such
Nonrecoverable Advance for the period prior to the actual reimbursement of such
Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the other parties to this Agreement shall have any
liability to one another or to any of the Certificateholders for any such
election that such party makes as contemplated by this subsection or for any
losses, damages or other adverse economic or other effects that may arise from
such an election, and any such election shall not, with respect to the Master
Servicer or the Special Servicer, constitute a violation of the Servicing
Standard nor, with respect to the Trustee or the Fiscal Agent, constitute a
violation of any fiduciary duty to the Certificateholders or any contractual
duty under this Agreement. Nothing herein shall give the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent the right to defer
reimbursement of a Nonrecoverable Advance to the extent that principal
collections then available in the Collection Account are sufficient to reimburse
such Nonrecoverable Advances pursuant to Section 3.05(a)(vii).

          SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
               Expenses.

          (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 (exclusive of the Class A-2FL
Certificates and the Class A-4FL Certificates), the Class A-2FL REMIC II Regular
Interest and the Class A-4FL REMIC II Regular Interest 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 of the Class Principal Balances of the Sequential Pay Certificates
(exclusive of the Class A-2FL Certificates and the Class A-4FL Certificates),
the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
Interest 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, and any Unliquidated Advances
with respect to, the Mortgage Pool that will be outstanding immediately
following such Distribution Date: first, sequentially, to the Class Q, Class P,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C, Class B, Class AJ and Class AM Certificates, in that order, in
each case until the remaining Class Principal Balance thereof has been reduced
to zero; and then, pro rata (based on remaining Class Principal Balances) to the
Class A-1, Class A-1D, Class A-2, Class A-3, Class A-5, Class A-SB, Class A-6
and Class A-1A Certificates, the Class A-2FL REMIC II Regular Interest and the
Class A-4FL REMIC II Regular Interest until the respective Class Principal
Balances thereof are reduced to zero. Any allocation of Realized Losses and
Additional Trust Fund Expenses to a Class of Sequential Pay Certificates, the
Class


                                      -212-



A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular Interest
shall be made by reducing the Class Principal Balance thereof by the amount so
allocated. Any Realized Losses and Additional Trust Fund Expenses allocated to
the Class A-2FL REMIC II Regular Interest shall, in turn, be deemed allocated to
the Class A-2FL Certificates. Any Realized Losses and Additional Trust Fund
Expenses allocated to the Class A-4FL REMIC II Regular Interest shall, in turn,
be deemed allocated to the Class A-4FL Certificates. All Realized Losses and
Additional Trust Fund Expenses, if any, allocated to a Class of Sequential Pay
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
Sequential Pay Certificates (exclusive of the Class A-2FL and Class A-4FL
Certificates), the Class A-2FL REMIC II Regular Interest and/or the Class A-4FL
REMIC II Regular Interest as of the Distribution Date on which the aggregate of
the Class Principal Balances of the Sequential Pay Certificates (exclusive of
the Class A-2FL and Class A-4FL Certificates), the Class A-2FL REMIC II Regular
Interest and the Class A-4FL REMIC II Regular Interest has been reduced to zero,
shall be deemed allocated to the Residual Certificates.

          If and to the extent any Nonrecoverable Advances (and/or interest
thereon) that were reimbursed from principal collections on the Mortgage Pool
and previously resulted in a reduction of the Principal Distribution Amount are
subsequently recovered on the related Trust Mortgage Loan or Trust REO Loan,
then, on the Distribution Date immediately following the Collection Period in
which such recovery occurs, the Class Principal Balances of the respective
Classes of Sequential Pay Certificates (exclusive of the Class A-2FL and Class
A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and/or the Class
A-4FL REMIC II Regular Interest shall be increased, in the reverse order from
which Realized Losses and Additional Trust Fund Expenses are allocated pursuant
to Section 4.04(a), by the amount of any such recoveries that are included in
the Principal Distribution Amount for the current Distribution Date; provided,
however, that, in any case, the Class Principal Balance of any Class of
Sequential Pay Certificates (exclusive of the Class A-2FL Certificates and the
Class A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and the
Class A-4FL REMIC II Regular Interest shall in no event be increased by more
than the amount of unreimbursed Realized Losses and Additional Trust Fund
Expenses previously allocated thereto (which unreimbursed Realized Losses and
Additional Trust Fund Expenses shall be reduced by the amount of the increase in
such Class Principal Balance); and provided, further, that the aggregate
increase in the Class Principal Balances of the respective Classes of the
Sequential Pay Certificates (exclusive of the Class A-2FL Certificates and the
Class A-4FL Certificates), the Class A-2FL REMIC II Regular Interest and the
Class A-4FL REMIC II Regular Interest on any Distribution Date shall not exceed
the excess, if any, of (1) the aggregate Stated Principal Balance of, and all
Unliquidated Advances with respect to, the Mortgage Pool that will be
outstanding immediately following such Distribution Date, over (2) the aggregate
of the Class Principal Balances of the respective Classes of the Sequential Pay
Certificates (exclusive of the Class A-2FL Certificates and the Class A-4FL
Certificates), the Class A-2FL REMIC II Regular Interest and the Class A-4FL
REMIC II Regular Interest outstanding immediately following the distributions to
be made on such Distribution Date, but prior to any such increase in any of
those Class Principal Balances. If the Class Principal Balance of any Class of
Sequential Pay Certificates, the Class A-2FL REMIC II Regular Interest or the
Class A-4FL REMIC II Regular Interest is so increased, the amount of
unreimbursed Realized Losses and/or Additional Trust Fund Expenses considered to
be allocated to such Class shall be decreased by such amount.

          If the Class Principal Balance of any Class of Sequential Pay
Certificates (exclusive of the Class A-2FL Certificates and the Class A-4FL
Certificates), the Class A-2FL REMIC II Regular Interest or the Class A-4FL
REMIC II Regular Interest is reduced on any Distribution Date pursuant to


                                      -213-



the first paragraph of Section 4.04(a), then the REMIC I Principal Balance of
its Corresponding REMIC I Regular Interest shall be deemed to have first been
reduced by the exact same amount.

          To the extent the Class Principal Balance of a Class of Sequential Pay
Certificates (exclusive of the Class A-2FL Certificates and the Class A-4FL
Certificates), the Class A-2FL REMIC II Regular Interest or the Class A-4FL
REMIC II Regular Interest is increased pursuant to the second paragraph of
Section 4.04(a), the REMIC I Principal Balance of its Corresponding REMIC I
Regular Interest shall be increased by the exact same amount.

          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, Additional Trust
Fund Expenses and other items 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).


                                      -214-



                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-3, A-4, A-5, A-6, A-7 and A-8, as applicable;
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
Sequential Pay Certificates and the Class X Certificates shall initially be held
and transferred through the book-entry facilities of the Depository. The
Sequential Pay Certificates and the Class X Certificates will be issuable only
in denominations corresponding to initial Certificate Principal Balances or
initial Certificate Notional Amounts, as the case may be, 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 Certificates), and in each such case in
integral multiples of $1 in excess thereof. The Class R-I and Class R-II
Certificates will be issuable in minimum Percentage Interests of 10%. The Class
Z Certificates shall have no minimum denomination and shall 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 or signatories 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 LaSalle
Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securities and Trust Services Group--Merrill
Lynch Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates,
Series 2005-CKI1) 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


                                      -215-



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 Master Servicer, the Special
Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, 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 or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates or, in the case of a Global
Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer
thereof to a successor Depository or to the applicable Certificate Owner(s) in
accordance with Section 5.03), 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 hereto as Exhibit E-1
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit E-2A or, except in
the case of the Class R-I, Class R-II or Class Z Certificates, as Exhibit E-2B;
or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is a Qualified Institutional Buyer or, except in the case
of the Class R-I, Class R-II or Class Z Certificates, an Institutional
Accredited Investor, and 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
REMIC Administrator, 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.

          No beneficial interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If a Transfer of any interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates is to be made without registration under the Securities Act (other
than in connection with the initial issuance of the Book-Entry Non-Registered
Certificates or a Transfer of any


                                      -216-



interest therein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit E-2C, or (ii) an Opinion of Counsel to
the effect that the prospective Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as provided in the following paragraph, no interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If any Transferee of an interest
in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the Opinion of Counsel or the certification described in the second
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit E-2C hereto are, with
respect to the subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the following paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee, as transfer agent for the
Depository, to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Regulation S Global Certificate for such Class
of Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is a United States Securities Person. Any Certificate Owner desiring to effect
any Transfer of a beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be required to obtain
from such Certificate Owner's prospective Transferee a certificate substantially
in the form set forth in Exhibit E-2D hereto to the effect that such Transferee
is not a United States Securities Person. If any Transferee of an interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in the preceding sentence, then such
Transferee shall be deemed to have


                                      -217-



represented and warranted that all the certifications set forth in Exhibit E-2D
hereto are, with respect to the subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph of this Section 5.02(b) and (ii) delivers or causes to be
delivered to the Certificate Registrar and the Trustee (A) a certificate from
such Certificate Owner confirming its ownership of the beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred,
(B) a copy of the certificate or Opinion of Counsel to be obtained by such
Certificate Owner from its prospective Transferee in accordance with the second
sentence of the third paragraph of this Section 5.02(b) and (C) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

          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 or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein


                                      -218-



shall, and does hereby agree to, indemnify the Depositor, the Initial
Purchasers, the Trustee, the Fiscal Agent, the Master Servicer, the Special
Servicer, the REMIC Administrator and the Certificate Registrar against any
liability that may result if such Transfer is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. The foregoing sentence notwithstanding, no Transfer of
the Class Z, Class R-I and R-II Certificates shall be made to a Plan or to a
Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Except in connection with the initial issuance of the Non-Registered
Certificates or any Transfer of a Non-Registered Certificate or any interest
therein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or
any of their respective Affiliates or, in the case of a Global Certificate for
any Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, and any Certificate Owner transferring an interest
in a Global Certificate for any Class of Book-Entry Non-Registered Certificates
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing such Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) alternatively, except in the case of the Class Z,
Class R-I and Class R-II Certificates, a certification to the effect that the
purchase and holding of such Certificate or interest therein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections 406
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Section 4975 of the Code, by reason of Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate that is
being acquired by or on behalf of a Plan in reliance on the Exemption, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, the Fiscal Agent, any Exemption-Favored Party, a Swap
Counterparty or any Mortgagor with respect to Trust Mortgage Loans constituting
more than 5% of the aggregate unamortized principal balance of all the Trust
Mortgage Loans determined as of the Closing Date, or by any Affiliate of such
Person, and (Z) agrees that it will obtain from each of its Transferees that is
a Plan a written representation that such Transferee satisfies the requirements
of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a
written agreement that such Transferee will obtain from each of its Transferees
that is a Plan a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
alternatively, except in the case of the Class R-I and Class R-II Certificates,
a certification of facts and an Opinion of Counsel which otherwise establish to
the


                                      -219-



reasonable satisfaction of the Trustee or such Certificate Owner, as the case
may be, that such Transfer will not result in a violation of Section 406 or 407
of ERISA or Section 4975 of the Code or result in the imposition of an excise
tax under Section 4975 of the Code. It is hereby acknowledged that the forms of
certification attached hereto as Exhibit F-1 (in the case of Definitive
Non-Registered Certificates) and Exhibit F-2 (in the case of ownership interests
in Book-Entry Non-Registered Certificates) are acceptable for purposes of the
preceding sentence. If any Transferee of a Certificate (including a Registered
Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive
Certificate) or the Transferor (in the case of ownership interests in a
Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated
by the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that either: (i) such Transferee is not a Plan and is
not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) the purchase and holding of such Certificate or interest therein by such
Transferee is exempt from the prohibited transaction provisions of Sections 406
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Section 4975 of the Code.

          (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 Trustee 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 disposition. The rights of each Person acquiring any
     Ownership Interest in a Residual Certificate are expressly subject to the
     following provisions:

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

               (B)  In connection with any proposed Transfer of any Ownership
                    Interest in a Residual Certificate, the Certificate
                    Registrar shall require delivery to it, and 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 G-1 (a "Transfer Affidavit
                    and Agreement"), from the proposed Transferee, representing
                    and warranting, among other things, that such Transferee is
                    a Permitted Transferee, that it is not acquiring its
                    Ownership Interest in the Residual Certificate that is the
                    subject of the proposed Transfer as a nominee, trustee or
                    agent for any Person that is not a Permitted Transferee,
                    that for so long as it retains its Ownership Interest in a
                    Residual Certificate, it will endeavor to remain a Permitted
                    Transferee and that it has reviewed the provisions of this
                    Section 5.02(d) and agrees to be bound by them.

               (C)  Notwithstanding the delivery of a Transfer Affidavit and
                    Agreement by a proposed Transferee under clause (B) above,
                    if a Responsible Officer of either the Trustee or the
                    Certificate Registrar has actual knowledge that


                                      -220-



                    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.

               (D)  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 G-2
                    stating that, among other things, it has no actual knowledge
                    that such prospective Transferee is not a Permitted
                    Transferee.

               (E)  Each Person holding or acquiring an Ownership Interest in a
                    Residual Certificate, by purchasing such Ownership Interest,
                    agrees to give the REMIC Administrator and the Trustee
                    written notice that it is a "pass-through interest holder"
                    within the meaning of temporary Treasury regulations 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 Depositor, the Trustee 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.

               (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 Trustee shall
     have the right but not the obligation, to cause the Transfer of such
     Residual Certificate to a Permitted Transferee selected by the Trustee on
     such terms as the Trustee may choose, and the Trustee shall not be liable
     to any Person having an Ownership Interest in such Residual Certificate as
     a result of the Trustee's exercise of such discretion. Such purported
     Transferee shall promptly endorse and deliver such Residual Certificate in
     accordance with the instructions of the Trustee. Such Permitted Transferee
     may be the Trustee itself or any Affiliate of the Trustee.

               (iii) The REMIC Administrator shall make available to the
     Internal Revenue Service and to those Persons specified by the REMIC
     Provisions all information furnished to it by the other parties hereto that
     is necessary to compute any tax imposed (A) as a result of the


                                      -221-



     Transfer of an Ownership Interest in a Residual Certificate to any Person
     who is a Disqualified Organization, including the information described in
     Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
     respect to the "excess inclusions" of such Residual Certificate and (B) as
     a result of any regulated investment company, real estate investment trust,
     common trust fund, partnership, trust, estate or organization described in
     Section 1381 of the Code that holds an Ownership Interest in a Residual
     Certificate having as among its record holders at any time any Person which
     is a Disqualified Organization, and each of the other parties hereto shall
     furnish to the REMIC Administrator all information in its possession
     necessary for the REMIC Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the REMIC Administrator for providing such
     information thereto pursuant to this subsection (d)(iii) and Section
     10.01(g)(i).

               (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 Trustee and the REMIC Administrator
     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 an Adverse Rating Event; and

               (B)  an Opinion of Counsel, in form and substance satisfactory to
                    the Trustee and the REMIC Administrator, 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 Trustee, the REMIC Administrator or the Trust
                    Fund), to the effect that doing so will not (1) cause REMIC
                    I or REMIC II to cease to qualify as a REMIC or be subject
                    to an entity-level tax caused by the Transfer of any
                    Residual Certificate to a Person which is not a Permitted
                    Transferee, or (2) 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) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

          (f) 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 evidencing a like aggregate Percentage Interest
in such Class.


                                      -222-



          (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class 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.

          (h) 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.

          (i) 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.

          (j) 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.

          (k) 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, the Class A-2FL Certificates
and the Class A-4FL 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) and Section 5.02(b), a 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) and Section 5.02(b), shall not be
entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P
and Class Q Certificates initially sold to Qualified Institutional Buyers in
reliance on Rule 144A or in reliance on another exemption from the registration
requirements of the Securities Act shall, in the case of each such Class, be
represented by the Rule 144A Global Certificate for such Class, which shall be
deposited with the Trustee as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository. The Class X, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P
and Class Q Certificates initially sold in offshore transactions in reliance on
Regulation S shall, in the case of each such Class, be represented by the
Regulation S Global Certificate for such Class, which shall be deposited with
the Trustee as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. All Transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing each such Certificate Owner. Each Depository


                                      -223-



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. Each
Certificate Owner is deemed, by virtue of its acquisition of an Ownership
Interest in the applicable Class of Book-Entry Certificates, to agree to comply
with the transfer requirements provided for in Section 5.02.

          (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, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. 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 each of them 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.

          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


                                      -224-



Certificate, and (ii) there is delivered to the Trustee and the Certificate
Registrar such security or indemnity as may be reasonably required by them to
save each of them harmless, then, in the absence of actual notice to the Trustee
or 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 in whose name each Certificate is registered as of the
relevant date of determination as 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.


                                      -225-



                                   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, the Master Servicer
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, the Certificates or any of the Trust Mortgage
Loans and to perform its respective duties under this Agreement.

          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, in the case of the
Master Servicer or the Special Servicer, 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, in the case of the Master Servicer or
the Special Servicer, may be limited to the commercial mortgage 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 an Adverse Rating Event or a Glendale Galleria
Related MBS Adverse Rating Event 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 the Depositor, the Master
               Servicer, the Special Servicer and Others.

          (a) None of the Depositor, the Master Servicer, the Special Servicer
nor any of the Affiliates, directors, partners, members, managers, shareholders,
officers, employees or agents of any of them shall be under any liability to the
Trust Fund, the Underwriters, the parties hereto, the Certificateholders or any
other Person 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 this provision shall not protect the Depositor, the
Master Servicer, the Special Servicer nor any of the Affiliates, directors,
partners, members, managers, shareholders, officers, employees or agents of any
of


                                      -226-



them against any liability to the Trust Fund, the Trustee, the
Certificateholders or any other Person for the breach of warranties or
representations 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 willful misfeasance, bad faith or negligence in the
performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties. 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
Affiliate, director, shareholder, member, partner, manager, officer, employee or
agent of any of the foregoing shall be indemnified and held harmless by the
Trust Fund out of the Collection Account or the Distribution Account, as
applicable in accordance with Section 3.05, against any loss, liability or
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim relating to this Agreement, the Mortgage Loans 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 thereby
pursuant to the terms hereof or that would otherwise constitute a Servicing
Advance; (ii) incurred in connection with any breach of a representation or
warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; or (iv) incurred
in connection with any violation by any of them of any state or federal
securities law; provided, however, that if and to the extent that a Loan
Combination and/or a related Non-Trust Noteholder is involved, such expenses,
costs and liabilities shall be payable out of the related Loan Combination
Custodial Account pursuant to Section 3.05(e) and, if and to the extent not
solely attributable to a related Non-Trust Loan (or any successor REO Loan with
respect thereto), shall also be payable out of the Collection Account if amounts
on deposit in the related Loan Combination Custodial Account are insufficient
therefor; and provided, further, that in making a determination as to whether
any such indemnity is solely attributable to a Non-Trust Loan (or any successor
REO Loan with respect thereto), the fact that any related legal action was
instituted by such Non-Trust Noteholder shall not create a presumption that such
indemnity is solely attributable thereto.

          (b) None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement and, unless it is specifically
required to bear the costs thereof, that in its opinion may involve it in any
expense or liability for which it is not reasonably assured of reimbursement by
the Trust; provided, however, that the Depositor, the Master Servicer or the
Special Servicer may in its discretion undertake any such action, proceeding,
hearing or examination that 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
reasonable legal fees, expenses and costs of such action, proceeding, hearing or
examination 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 out of amounts
attributable to the Mortgage Pool on deposit in the Collection Account as
provided by Section 3.05(a); provided, however, that if a Loan Combination is
involved, such expenses, costs and liabilities shall be payable out of the
related Loan Combination Custodial Account pursuant to Section 3.05(e) and, if
and to the extent not solely attributable to a related


                                      -227-



Non-Trust Loan (or any successor REO Loan with respect thereto), shall also be
payable out of the Collection Account if amounts on deposit in the related Loan
Combination Custodial Account are insufficient therefor, and provided, further,
that in making a determination as to whether any such expenses, costs and
liabilities are solely attributable to a Non-Trust Loan (or any successor REO
Loan with respect thereto), the fact that any related legal action was
instituted by such Non-Trust Noteholder shall not create a presumption that such
expenses, costs and liabilities are solely attributable thereto.

          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).

          (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee and any Affiliate,
director, officer, employee or agent thereof, and hold it harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Master Servicer or the Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. The Master Servicer and the
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article XI, (iii) the defeasance of any Trust Defeasance
Mortgage Loan or (iv) any matter involving legal proceedings with a Mortgagor.

          The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust Fund or the
Trustee to indemnification hereunder, whereupon the Master Servicer or Special
Servicer, as the case may be, shall assume the defense of such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Master Servicer or
Special Servicer, as the case may be, shall not affect any rights that the Trust
Fund or the Trustee, as the case may be, may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's or Special Servicer's,


                                     -228-



as the case may be, defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the indemnifying party.

          The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or the willful misfeasance, bad faith or
negligence of the Depositor in the performance of the Depositor's obligations
and duties under this Agreement. The Master Servicer, the Special Servicer or
the Trustee, as applicable, shall immediately notify the Depositor if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans
entitling it to indemnification hereunder, whereupon the Depositor shall assume
the defense of such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights that any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
The indemnification provided herein shall survive the termination of this
Agreement.

          The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
Master Servicer or the Special Servicer, as applicable, shall immediately notify
the Trustee if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling it to indemnification hereunder, whereupon the
Trustee shall assume the defense of such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Trustee shall not affect any
rights that any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
indemnifying party.

          SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

          The Master Servicer and, subject to Section 6.09, the Special Servicer
may each 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


                                     -229-



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 6.09 or Section 7.02 hereof. The
Master Servicer and, subject to the rights of the Controlling Class under
Section 6.09 to appoint a successor special servicer, the Special Servicer shall
each 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
resignation and the successor's appointment will not result in an Adverse Rating
Event or a Glendale Galleria Related MBS Adverse Rating Event, (iii) the
resigning party pays all costs and expenses in connection with such resignation
and the resulting transfer of servicing, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation and agrees in writing
to be bound by the terms and conditions of this Agreement. 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 (except for the assignment
or other transfer of the right to receive the Excess Servicing Strip) 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
(except as expressly contemplated by Section 3.11(a)), the Special Servicing
Fee, any Workout Fee (except as expressly contemplated by Section 3.11(c))
and/or any Principal Recovery Fee, as applicable, that accrues pursuant hereto
from and after the date of such transfer shall be payable to such successor.

          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, provided, further, 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


                                     -230-



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
(to the extent not already furnished under this Agreement) furnish such reports,
certifications and information (including, with regard to the Master Servicer,
the identity of any Non-Trust Noteholder) 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 (to the
extent not already furnished under this Agreement) 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 (to the
extent not already furnished under this Agreement) furnish such reports,
certifications and information as are reasonably requested by the Special
Servicer in order to enable it to perform its duties hereunder.

          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 (or, as
contemplated in the following paragraph, the Controlling Class Representative if
one is then so acting) 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) of
the Certificates evidencing a majority of the Voting Rights allocated to the
Controlling Class 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
H-1. If such Holder or Holders (or such Certificate Owner or Certificate Owners,
as the case may be) of the Certificates evidencing a majority of the Voting
Rights allocated to the Controlling Class 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


                                     -231-



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 an Adverse Rating Event or a
Glendale Galleria Related MBS Adverse Rating Event. 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 H-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 subject to customary limitations, 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 of the terminated
Special Servicer receiving notice from the Trustee that all conditions to the
appointment of the replacement Special Servicer hereunder have been satisfied)
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 Collection Account or the applicable REO Account or should have been
delivered to the Master Servicer or that are thereafter received with respect to
Specially Serviced Mortgage Loans and REO Properties.

          The foregoing notwithstanding, if a Controlling Class Representative
has been appointed and is acting in that capacity, the Controlling Class
Representative shall have the right, in lieu of 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 in the
Controlling Class, to appoint or terminate the Special Servicer as described in
the preceding paragraph.

          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


                                     -232-



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, as appropriate, 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 50% 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, as appropriate) 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 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.

          (a) Subject to Section 6.11(b), the Controlling Class Representative
will be entitled to advise the Special Servicer with respect to the following
actions of the Special Servicer with respect to the Trust Mortgage Loans and any
REO Properties (other than the Glendale Galleria Trust Mortgage Loan or any
related Loan Combination REO Property, as to which the provisions of Section
6.12 shall apply), 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, Section 6.11(b), the Special Servicer will not
be permitted to take (or permit the Master Servicer to take) any of the
following actions with respect to the Trust Mortgage Loans and any REO
Properties (other than the Glendale Galleria Trust Mortgage Loan or any related
Loan Combination REO Property, as to which the provisions of Section 6.12 shall
apply) as to which the Controlling Class Representative has objected in writing
within 10 Business Days of being notified in writing 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
written objection has not been received by the Special Servicer within such 10
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 Trust Specially Serviced Mortgage Loans as come or
     have come into and continue in default;

               (ii) any modification or consent to a modification of a material
     term of a Trust Mortgage Loan (excluding the waiver of any due-on-sale or
     due-on-encumbrance clause, as set forth in clause (vii) below), including
     the timing of payments or a modification consisting of the extension of the
     maturity date of a Trust Mortgage Loan;

               (iii) any proposed sale of any Trust Defaulted Mortgage Loan or
     any REO Property (other than in connection with the termination of the
     Trust Fund or, in the case of a


                                     -233-



     Trust Defaulted Mortgage Loan, pursuant to Section 3.18) for less than the
     Purchase Price of the subject Trust Defaulted Mortgage Loan or related
     Trust REO Loan, as applicable;

               (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 release of material real property collateral for any
     Trust Mortgage Loan, other than (A) where the release is not conditioned
     upon obtaining the consent of the lender or does not require the lender's
     verification that certain specified conditions have been satisfied, (B)
     upon satisfaction of that Trust Mortgage Loan, (C) in connection with a
     pending or threatened condemnation action or (D) in connection with a full
     or partial defeasance of that Trust Mortgage Loan;

               (vi) any acceptance of substitute or additional real property
     collateral for any Trust Mortgage Loan (except where the acceptance of the
     substitute or additional collateral is not conditioned upon obtaining the
     consent of the lender, in which case only notice to the Controlling Class
     Representative will be required);

               (vii) any waiver of a due-on-sale or due-on-encumbrance clause in
     any Trust Mortgage Loan;

               (viii) any releases of earn-out reserves or related letters of
     credit with respect to a Mortgaged Property securing a Trust Mortgage Loan
     (other than where the release is not conditioned upon obtaining the consent
     of the lender, in which case only notice to the Controlling Class
     Representative will be required;

               (ix) any termination or replacement, or consent to the
     termination or replacement, of a property manager with respect to any
     Mortgaged Property or any termination or change, or consent to the
     termination or change, of the franchise for any Mortgaged Property operated
     as a hospitality property (other than where the action is not conditioned
     upon obtaining the consent of the lender, in which case only prior notice
     to the Controlling Class Representative will be required);

               (x) any determination that an insurance-related default in
     respect of a Trust Mortgage Loan is an Acceptable Insurance Default or that
     earthquake or terrorism insurance is not available at commercially
     reasonable rates; and

               (xi) any waiver of insurance required under the related Mortgage
     Loan documents for a Trust Mortgage Loan (except as contemplated in clause
     (x) above);

provided that, with respect to any Trust Mortgage Loan (other than a Trust
Specially Serviced Mortgage Loan), the 10 Business Days within which the
Controlling Class Representative must object to any such action shall not exceed
by more than five Business Days the 10 Business Day period the Special Servicer
has to object to the Master Servicer taking such action as set forth in Sections
3.02, 3.08 and 3.20.


                                     -234-



          In addition, subject to Section 6.11(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, any such actions as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made herein.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection given or made, or consent withheld, by the Controlling
Class Representative, contemplated by Section 6.11(a) or any other section of
this Agreement, may (i) require or cause the Master Servicer or the Special
Servicer to violate any applicable law, the terms of any Trust Mortgage Loan,
any provision of this Agreement, including without limitation the Master
Servicer's or the Special Servicer's obligation to act in accordance with the
Servicing Standard or the Mortgage Loan documents for any Trust Mortgage Loan,
(ii) result in an Adverse REMIC Event with respect to REMIC I or REMIC II or
otherwise violate the REMIC Provisions or result in an Adverse Grantor Trust
Event or have adverse tax consequences for the Trust Fund, (iii) expose the
Depositor, the Master Servicer, the Special Servicer, the Trust Fund, the
Trustee, the Fiscal Agent or any of their respective Affiliates, directors,
officers, employees or agents, to any claim, suit or liability to which they
would not otherwise be subject absent such advice, direction or objection or
consent withheld, (iv) materially expand the scope of the Master Servicer's or
the Special Servicer's responsibilities hereunder or (v) cause the Master
Servicer or the Special Servicer to act, or fail to act, in a manner which
violates the Servicing Standard. The Master Servicer and the Special Servicer
shall disregard any action, direction or objection on the part of the
Controlling Class Representative that would have any of the effects described in
clauses (i) through (v) of the prior sentence.

          The Special Servicer shall not be obligated to seek approval from the
Controlling Class Representative under Section 6.11(a) for any actions to be
taken by the Special Servicer with respect to any particular Trust Specially
Serviced Mortgage Loan if (i) the Special Servicer has, as set forth in the
first paragraph of Section 6.11(a), notified the Controlling Class
Representative in writing of various actions that the Special Servicer proposes
to take with respect to the work-out or liquidation of that Trust Specially
Serviced Mortgage Loan and (ii) for 60 days following the first such notice, the
Controlling Class Representative has objected to all of the proposed actions and
has failed to suggest any alternative actions that the Special Servicer
considers to be consistent with the Servicing Standard.

          (c) The Controlling Class Representative will have no duty or
liability to the Certificateholders (other than the Controlling Class) for any
action taken, or for refraining from the taking of any action pursuant to this
Agreement, or for errors in judgment. 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 have no
liability by reason of its having acted solely in the interests of the Holders
of the Controlling Class, 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.


                                     -235-



          SECTION 6.12. Certain Matters with Respect to the Glendale Galleria
               Loan Combination.

          (a) The Master Servicer and the Special Servicer each hereby agree
that, prior to taking any of the Glendale Galleria Specially Designated
Servicing Actions, it shall consult with, provide required notices and
information to, obtain the consent of, receive objection(s) from and/or take
advice and/or direction from, the Glendale Galleria Controlling Party, in each
case subject to, and to the extent required by, Section 4 of the Glendale
Galleria Intercreditor Agreement. Notwithstanding the foregoing, the Controlling
Class Representative, at any time when it is not the Glendale Galleria
Controlling Party, shall have the right to consult with the Special Servicer
(who shall not be obligated, as a result of such consultation, to take any
action that would conflict with any actions that it is taking at the direction
of the Glendale Galleria Controlling Party pursuant to this Section 6.12) with
respect to the Glendale Galleria Loan Combination with respect to any proposed
Glendale Galleria Specially Designated Servicing Action.

          (b) If, and for so long as (but only if and for so long as), a
Glendale Galleria Control Appraisal Event has occurred and is continuing with
respect to each Glendale Galleria Subordinate Non-Trust Loan, and the Trust, as
holder of the Glendale Galleria Trust Mortgage Loan (or any successor Trust REO
Loan with respect thereto), is the Glendale Galleria Controlling Party, the
Controlling Class Representative (i) is hereby designated as the representative
of the Trust for purposes of exercising the rights and powers of the Glendale
Galleria Controlling Party under the Glendale Galleria Intercreditor Agreement
and (ii) shall be the Glendale Galleria Controlling Party hereunder. The Trustee
shall take such actions as are necessary or appropriate to make such designation
effective in accordance with the Glendale Galleria Intercreditor Agreement. The
Master Servicer shall provide the parties to this Agreement with notice of the
occurrence of a Glendale Galleria Control Appraisal Event promptly upon becoming
aware of the occurrence thereof. Until such time as the Controlling Class
Representative shall be the Glendale Galleria Controlling Party pursuant to the
second preceding sentence, any and all expenses of the Glendale Galleria
Controlling Party shall be borne by the Glendale Galleria Controlling
Subordinate Noteholder and not by the Trust, and for so long as the Controlling
Class Representative shall be the Glendale Galleria Controlling Party pursuant
to the second preceding sentence, any and all expenses of the Controlling Class
Representative as Glendale Galleria Controlling Party 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.

          (c) Each of the rights of the Glendale Galleria Controlling
Subordinate Noteholder under or contemplated by this Section 6.12 shall be
exercisable by a designee thereof on its behalf; provided that the Master
Servicer, the Special Servicer and the Trustee are provided with written notice
by the Glendale Galleria Controlling Subordinate Noteholder of such designation
(upon which such party may conclusively rely) and the contact details of the
designee.

          (d) The Glendale Galleria Pari Passu Noteholder shall have the right
to consult with the Master Servicer and the Special Servicer (neither of whom
shall be obligated, as a result of such consultation, to take any action that
would conflict with any actions that it is taking at the direction of the
Glendale Galleria Controlling Party pursuant to this Section 6.12) with respect
to the servicing of the Glendale Galleria Loan Combination.


                                     -236-



                                  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
     Collection Account or a Loan Combination Custodial Account any amount
     required to be so deposited by it under this Agreement, which failure
     continues unremedied for two Business Days following the date on which the
     deposit was required to be made; or

               (ii) any failure by the Master Servicer to deposit into, or to
     remit to the Trustee for deposit into, the Distribution Account or any
     other account maintained by the Trustee hereunder, any amount required to
     be so deposited or remitted by it under this Agreement, which failure
     continues unremedied until 11:00 a.m. New York City time on the Business
     Day following the date on which the remittance was required to be made,
     provided 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

               (iii) any failure by the Special Servicer to deposit into the
     applicable REO Account or to deposit into, or to remit to the Master
     Servicer for deposit into, the Collection Account, any amount required to
     be so deposited or remitted by it 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 P&I Advance Date; or

               (iv) 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 by the
     Trustee as provided in Section 3.03(c); or

               (v) 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
     failure 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 (with a copy to each other party
     hereto) or by the Holders of Certificates entitled to at least 25% of the
     Voting Rights, provided that with respect to any such failure that 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 30
     days 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 provided


                                     -237-



     the Trustee with an Officer's Certificate certifying that it has diligently
     pursued, and is diligently continuing to pursue, a full cure; or

               (vi) 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 breach continues unremedied for a period of 30
     days after the date on which written 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 (with a
     copy to each other party hereto) or by the Holders of Certificates entitled
     to at least 25% of the Voting Rights, provided, however, that with respect
     to any such breach 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 30 days so long as the Master Servicer or the
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and provided the Trustee with an Officer's
     Certificate certifying that it has diligently pursued, and is diligently
     continuing to pursue, a full cure; or

               (vii) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises in an involuntary case under
     any present or future federal or state bankruptcy, insolvency or similar
     law for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     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, undismissed or unstayed for a period
     of 60 days, provided, however, that the Master Servicer or the Special
     Servicer, as appropriate, will have an additional period of 30 days to
     effect such discharge, dismissal or stay so long as the Master Servicer or
     the Special Servicer, as appropriate, has commenced the appropriate
     proceedings to have such decree or order dismissed, discharged or stayed
     within the initial 60 day period; or

               (viii) 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

               (ix) 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

               (x) the Master Servicer or the Special Servicer obtains actual
     knowledge that Moody's has (1) qualified, downgraded or withdrawn its
     rating or ratings of one or more Classes of Certificates or one or more
     classes of the Glendale Galleria Pari Passu Non-Trust Loan Related MBS or
     (2) placed one or more Classes of the Certificates or one or more classes
     of the Glendale Galleria Pari Passu Non-Trust Loan Related MBS on "watch
     status" (and such "watch status" placement shall not have been withdrawn by
     Moody's within 60 days thereof)


                                     -238-



     and, in the case of either clauses (1) or (2), cited servicing concerns
     with the Master Servicer or the Special Servicer, as the case may be, as
     the sole or a material factor in such rating action; or

               (xi) the Master Servicer or the Special Servicer is removed from
     S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
     a U.S. Commercial Mortgage Special Servicer, as the case may be, and is not
     reinstated within 60 days after its removal therefrom.

          (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 Controlling Class
Representative or the Holders of Certificates entitled to at least 25% 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 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 and each Non-Trust Loan, other than its
rights, if any, as a Certificateholder hereunder or as holder of a Non-Trust
Loan; provided 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 (and
each of its Affiliates, directors, partners, members, managers, shareholders,
officers, employees or agents) shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination; provided, further, that
nothing contained in this Section 7.01(b) shall terminate any rights purchased
or otherwise owned or held by the Master Servicer to primary service any of the
Mortgage Loans as a Sub-Servicer to the Trustee or any other replacement Master
Servicer; provided, further, that the Master Servicer may not be terminated
solely for an Event of Default that affects only a Non-Trust Noteholder; and
provided, further, that the Special Servicer may not be terminated solely for an
Event of Default that affects only a Non-Trust Noteholder. 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 20 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 transfer within 5
Business Days to the Trustee or a successor Master 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 Collection Account, any Loan Combination Custodial
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


                                     -239-



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 an REO Account, the Collection Account, any Loan Combination
Custodial 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. Any costs 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 costs and expenses shall be
reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall
not thereby be relieved of its liability for such costs and 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 such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

          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 or 6.09, 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 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
(subject to Section 3.11(a) with respect to the Excess Servicing Strip).
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 either the Controlling Class Representative or the Holders of
Certificates entitled to a majority of the Voting Rights so request in writing
to the Trustee, promptly


                                     -240-



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 an Adverse Rating Event or a Glendale Galleria
Related MBS Adverse Rating Event, 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), which institution shall, in the case of an appointment by the
Trustee, be reasonably acceptable to the Controlling Class Representative;
provided, however, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Holders or
Certificate Owners 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 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 $15,000,000 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
an Adverse Rating Event), 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 (subject to Section 3.11(a) with respect to the Excess Servicing
Strip) make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans and REO Properties as it and such successor shall
agree, subject to the terms of this Agreement and/or any Loan Combination
Intercreditor Agreement limiting the use of funds received in respect of a Loan
Combination to matters related to the related Loan Combination; 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 and each
Non-Trust Noteholder.

          (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, all Certificateholders, each Non-Trust Noteholder (if
affected thereby) and the Rating Agencies of such occurrence, unless such
default shall have been cured.


                                     -241-



          SECTION 7.04. Waiver of Events of Default.

          The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class 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), (iii), (x) or (xi) 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.

          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.


                                     -242-



                                  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 that 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 or therein. 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 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 25% of the Voting Rights relating to the time, method


                                     -243-



     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:

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

               (ii) 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;

               (iii) 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; except as provided in Section 10.01 or
     10.02, 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
     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;

               (iv) 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;

               (v) prior to the occurrence of an Event of Default hereunder and
     after the curing of all Events of Default which may have occurred, and
     except as may be provided in Section 10.01 or 10.02, 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,


                                     -244-



     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 25% 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;

               (vi) 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;

               (vii) the Trustee shall not be responsible for any act or
     omission of the Master Servicer, the Special Servicer (unless the Trustee
     is acting as Master Servicer or the Special Servicer) or the Depositor; and

               (viii) 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.

          Whenever in the administration of the provisions of this Agreement the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action to be taken hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer's
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Agreement upon the faith thereof.

          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, the
statements attributed to the Fiscal Agent in Section 8.19 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


                                     -245-



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 Trust Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from the Collection 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 for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates, 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. Except as contemplated by Section 3.06, 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, as
amended, of the Trustee shall be entitled to be indemnified for and held
harmless by the Trust Fund out of the Collection Account (and, to the extent
that any Loan Combination and/or any related REO Property is affected, by the
Trust Fund and/or the related Non-Trust Noteholder(s) out of the related Loan
Combination Custodial Account) 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 expense" within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); and 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, (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


                                     -246-



obligations and duties, or as may arise from a breach of any representation,
warranty or covenant of the Trustee made herein, or (3) any loss, liability or
expense that constitutes an Advance (the reimbursement of which is separately
addressed herein) or allocable overhead. 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 $100,000,000 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. The Trustee shall also be an entity with a long term
unsecured debt rating of at least "A+" from S&P and "Aa3" from Moody's or an
entity that has a fiscal agent with such ratings, or such other rating that
shall not result in an Adverse Rating Event 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 $100,000,000 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) result in an Adverse
Rating Event, 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 no Adverse Rating Event occurs as a result of the Trustee's continuing in
such capacity. The bank, trust company, 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 Depositor, or any
obligor with respect to Trust Mortgage Loans constituting more than 5.0% of the
aggregate authorized principal balance of the Trust 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.

          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, to all Certificateholders at their
respective addresses set forth in the Certificate Register. Upon receiving such
notice of resignation, the Depositor shall promptly appoint a successor trustee
meeting the requirements in Section 8.06 and acceptable to 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


                                     -247-



instrument shall be delivered to the Master Servicer, the Special Servicer and
the Certificateholders. 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 or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, 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 an Adverse
Rating Event) 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 51% 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 trustee so
appointed.

          (d) 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).

          (e) 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


                                     -248-



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, the Certificateholders and each
Non-Trust Noteholder.

          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 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.


                                      -249-



          (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 combined capital
and surplus of at least $10,000,000, 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


                                      -250-



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. In the absence of any other Person appointed in accordance
herewith acting as Custodian, the Trustee agrees to act in such capacity in
accordance herewith. 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 $15,000,000, 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 LaSalle Bank National
Association is removed as Trustee, then it shall be terminated as Authenticating
Agent. If the Authenticating Agent (other than LaSalle Bank National
Association) 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 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


                                      -251-



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 give 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, to any Certificateholder or Certificate
Owner 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. 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 LaSalle Bank National Association is removed as Trustee, then it
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.


                                      -252-



          (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 give 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 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


                                      -253-



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 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 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.

          (h) With respect to any Trust Mortgage Loan that is part of a Loan
Combination, the Trustee is qualified to hold that Trust Mortgage Loan under the
related Loan Combination Intercreditor Agreement.

          SECTION 8.16. Reports to the Securities and Exchange Commission.

          (a) With respect to the Trust's fiscal year 2005 (and any other
subsequent fiscal year for the Trust, if as of the beginning of such other
subsequent fiscal year for the Trust, the Registered Certificates are held
(directly or, in the case of Registered Certificates held in book-entry form,
through the Depository) by at least 300 Holders and/or Depository Participants
having accounts with the Depository, or if reporting under the Exchange Act is
required during or for, as applicable, such fiscal year because the Trustee
failed to make the requisite filing suspending such reporting), the Trustee
shall:

               (i) with respect to each Distribution Date during such fiscal
     year, in accordance with the Exchange Act, the rules and regulations
     promulgated thereunder and applicable "no-action letters" issued by the
     Securities and Exchange Commission, prepare for filing, execute on behalf
     of the Trust and properly and timely file with the Securities and Exchange
     Commission (A) monthly, with respect to the Trust, a Form 8-K Current
     Report, which shall include as an exhibit a copy of the Trustee Report
     disseminated by the Trustee on such Distribution Date and such other items
     as the Depositor may reasonably request and (B) upon direction of the
     Depositor, a Form 8-K Current Report regarding and disclosing (I) those
     events specified under Section 8.16(c) (to the extent a Responsible Officer
     of the Trustee has actual knowledge of, or has been provided with written
     notice of, such event) and (II) any other events occurring with respect to
     the Trust that are required to be reported pursuant to Form 8-K (to the
     extent a Responsible Officer of the Trustee has actual knowledge of, or has
     been provided with written notice of, such event), in the case of (A) and
     (B), within the time periods specified under Form 8-K, the Exchange Act,
     the rules and regulations promulgated thereunder and applicable releases
     and "no-action letters"; provided that, the Depositor shall cooperate with
     the Trustee to determine the applicable required time period;

               (ii) during such fiscal year, (A) monitor for and promptly notify
     the Depositor in writing of the occurrence or existence of any of the
     matters identified in Section


                                      -254-



     11.11(a), Section 8.16(c) and/or Section 8.16(a)(i)(B)(II) (in each case to
     the extent that a Responsible Officer of the Trustee has actual knowledge
     thereof), and (B) promptly notify the Depositor in writing that the filing
     of a Form 8-K Current Report may be required with respect to any of the
     matters under clause (ii)(A) above, and consult with the Depositor
     regarding whether to prepare and file a Form 8-K Current Report under
     Section 8.16(a)(i)(B) above with respect to such matters (and the Trustee
     shall be entitled to rely on a written direction of the Depositor with
     regard to whether to make such filing); provided that, if the Depositor
     directs the Trustee to file a Form 8-K Current Report with respect to such
     matters, the Depositor shall cooperate with the Trustee in obtaining all
     necessary information in order to enable the Depositor to prepare such Form
     8-K Current Report and the Trustee shall report any such matter in
     accordance with the Exchange Act, the rules and regulations promulgated
     thereunder and applicable releases and "no-action letters" issued by the
     Securities and Exchange Commission;

               (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, any other party hereto, prepare for filing and
     promptly file with the Securities and Exchange Commission an amendment to
     any Form 8-K Current Report previously filed with the Securities and
     Exchange Commission with respect to the Trust; and

               (iv) within 90 days following the end of such fiscal year,
     prepare and properly file with the Securities and Exchange Commission, with
     respect to the Trust, a Form 10-K Annual Report, which complies in all
     material respects with the requirements of the Exchange Act, the rules and
     regulations promulgated thereunder and applicable "no-action letters"
     issued by the Securities and Exchange Commission, which shall include as
     exhibits the Officer's Certificates and Accountant's Statements delivered
     pursuant to Section 3.13 and Section 3.14, respectively, with respect to
     the Master Servicer and the Special Servicer for such fiscal year, and
     which shall further include a certification in the form attached hereto as
     Exhibit O (a "Sarbanes-Oxley Certification") (or in such other form as
     required by the Sarbanes-Oxley Act of 2002, and the rules and regulations
     of the Securities and Exchange Commission promulgated thereunder (including
     any interpretations thereof by the Securities and Exchange Commission's
     staff)), which Sarbanes-Oxley Certification shall be signed by an officer
     of the Depositor as contemplated by this Section 8.16;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable for (or readily convertible to a format suitable for) electronic filing
via the EDGAR system (such suitable formats including "ASCII", "Microsoft Excel"
(solely in the case of reports from the Master Servicer or the Special Servicer
pursuant to Section 3.12), "Microsoft Word" or another format reasonably
acceptable to the Trustee) and shall not have any responsibility to convert any
such items to such format (other than those items generated by it or readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within 15 days following
the Closing Date) a Form 8-K Current Report reporting the establishment of the
Trust and whereby this Agreement is filed as an exhibit. Each of the other
parties to this Agreement shall deliver to the Trustee in the format required
for (or readily convertible to a format suitable for) electronic filing via the
EDGAR system (such suitable formats including "ASCII", "Microsoft Excel" (solely
in the case of reports from the Master Servicer or the Special Servicer pursuant
to Section 3.12), "Microsoft Word" or another format reasonably acceptable to
the Trustee) any and all items contemplated to be filed with the Securities and
Exchange Commission pursuant to this Section 8.16(a).


                                      -255-



          The Trustee shall have no liability to Certificateholders or the Trust
with respect to any failure to properly prepare or file with the Securities and
Exchange Commission any of the reports under the Exchange Act contemplated by
this Section 8.16(a) to the extent that such failure did not result from any
negligence, bad faith or willful misconduct on the part of the Trustee.

          (b) All Form 10-K Annual Reports with respect to the Trust shall
include a Sarbanes-Oxley Certification, in so far as it is required to be part
of any particular Form 10-K Annual Report. An officer of the Depositor shall
sign the Sarbanes-Oxley Certification. The Depositor hereby grants to the
Trustee a limited power of attorney to execute and file such Form 10-K Annual
Report on behalf of the Depositor, which power of attorney shall continue until
the earlier of (i) receipt by the Trustee from the Depositor of written notice
terminating such power of attorney or (ii) the termination of the Trust. The
Master Servicer, the Special Servicer (who shall also certify to the Master
Servicer) and the Trustee (each, a "Performing Party") shall provide a
certification (each, a "Performance Certification") to the Person who signs the
Sarbanes-Oxley Certification or, in the case of the Master Servicer, who relies
on the Special Servicer's Performance Certification (in each case, the
"Certifying Person") in the form set forth on Exhibit P-1 hereto (with respect
to the Master Servicer) (in the form set forth on Exhibit A to Exhibit P-1
hereto with respect to the Special Servicer's certification to the Master
Servicer), Exhibit P-2 hereto (with respect to the Trustee), or Exhibit P-3
hereto (with respect to the Special Servicer's certification to the Certifying
Person of the Depositor), as applicable, on which the Certifying Person, the
Depositor (if the Certifying Person is an individual), and each partner,
representative, Affiliate, member, manager, shareholder, director, officer,
employee and agent of the Depositor or the Master Servicer (collectively with
the Certifying Person, "Certification Parties") can rely. In addition, within
the time periods set forth in the related Loan Combination Agreement (or, if no
such time periods are set forth therein, by March 20 of any calendar year in
which any Form 10-K Annual Report is to be filed with respect to the related
securitization trust), each of the Master Servicer and the Special Servicer
shall execute and deliver to each depositor, trustee and/or other certifying
party and certifying officer executing a Sarbanes-Oxley Certification in
connection with the Glendale Galleria Pari Passu Non-Trust Loan Related MBS, a
certification covering such Non-Trust Loan (and that may be relied on by each
such party to which it is delivered), which certification shall be in the form
of the Performance Certification required to be delivered by each such party
hereunder. Notwithstanding the foregoing, nothing in this paragraph shall
require any Performing Party to (i) certify or verify the accurateness or
completeness of any information provided to such Performing Party by third
parties, (ii) to certify information other than to such Performing Party's
knowledge and in accordance with such Performing Party's responsibilities
hereunder or under any other applicable servicing agreement or (iii) with
respect to completeness of information and reports, to certify anything other
than that all fields of information called for in written reports prepared by
such Performing Party have been completed except as they have been left blank on
their face. In addition, with respect to any report regarding one or more
Specially Serviced Mortgage Loans, the Special Servicer shall not be required to
include in any such report prepared by it specific detailed information related
to the status or nature of any workout negotiations with the related Mortgagor
with respect to such Mortgage Loan or any facts material to the position of the
Trust (or, in the case of a Loan Combination, the position of the Trust and the
related Non-Trust Noteholder(s)) in any such negotiations if (A) the Special
Servicer determines, in its reasonable judgment in accordance with the Servicing
Standard, that stating such information in such report would materially impair
the interests of the Trust (or, in the case of a Loan Combination, the interest
of the Trust and the related Non-Trust Noteholder(s)) in such negotiations, and
(B) the Special Servicer included in such report a general description regarding
the status of the subject Mortgage Loan and an indication that workout
negotiations were ongoing. In addition, if directed by the Depositor, such


                                      -256-



Performing Party (other than the Trustee) shall provide to Depositor's certified
public accountants a certification identical to the certification that such
Performing Party provided to its own certified public accountants to the extent
such certification relates to the performance of such Performing Party's duties
pursuant to this Agreement or a modified certificate limiting the certification
therein to the performance of such Performing Party's duties pursuant to this
Agreement. In the event any Performing Party is terminated or resigns pursuant
to the terms of this Agreement, such Performing Party shall provide a
Performance Certification to the Master Servicer (if the terminated or resigning
Performing Party is the Special Servicer) or the Depositor pursuant to this
Section 8.16 with respect to the period of time such Performing Party was
subject to this Agreement.

          (c) At all times during the Trust's fiscal year 2005 (and, if as of
the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, or if reporting
under the Exchange Act is required during or for, as applicable, any other
fiscal year because the Trustee failed to make the requisite filing suspending
such reporting, at all times during such other fiscal year), the Trustee shall
monitor for and promptly notify the Depositor of the occurrence or existence of
any of the following matters of which a Responsible Officer of the Trustee has
actual knowledge:

               (i) any failure of the Trustee to make any monthly distributions
     to the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Certificateholder Reports filed with the Securities and
     Exchange Commission or has not otherwise been reported to the Depositor
     pursuant to any other section of this Agreement;

               (ii) any acquisition or disposition by the Trust of a Trust
     Mortgage Loan or an REO Property, which acquisition or disposition has not
     otherwise been reflected in the Certificateholder Reports filed with the
     Securities and Exchange Commission or has not otherwise been reported to
     the Depositor pursuant to any other section of this Agreement;

               (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Trust
     Mortgage Loans and REO Properties), other than in the normal course of
     business;

               (iv) any change in the fiscal year of the Trust;

               (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

               (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations;


                                      -257-



               (vii) any adverse change in the rating or ratings assigned to any
     Class of Certificates not otherwise reflected in the Certificateholder
     Reports filed with the Securities and Exchange Commission;

               (viii) any modifications to the rights of Certificateholders;

               (ix) the entry into, modification of, and/or termination of, a
     material definitive agreement with respect to the Trust; and

               (x) any amendment to this Agreement pursuant to Section 11.01;

provided that (x) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited to circumstances where it would be reasonable for the
Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (y) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi), (vii) or (ix) of this Section 8.16(b)
unless, solely with respect to clause (vi), any such matter occurred or related
specifically to the Trust or, with respect to clauses (vi), (vii), (ix) and (x),
a Responsible Officer was notified in writing or otherwise has actual knowledge
of such event.

          (d) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2005), the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust notifying the Securities and Exchange Commission of
the suspension of the reporting requirements under the Exchange Act and shall
notify all parties to this Agreement in writing that a Form 15 has been filed.

          (e) Nothing contained in this Section 8.16 shall be construed to
require any party to this Agreement (other than the Depositor), or any of such
party's officers, to execute any Form 10-K Annual Report or any Sarbanes-Oxley
Certification. The failure of any party to this Agreement, or any of such
party's officers, to execute any Form 10-K Annual Report or any Sarbanes-Oxley
Certification shall not be regarded as a breach by such party of any of its
obligations under this Agreement. The Depositor, each Performing Party and the
Trustee hereby agree to negotiate in good faith with respect to compliance with
any further guidance from the Securities and Exchange Commission or its staff
relating to the execution of any Form 10-K Annual Report and any Sarbanes-Oxley
Certification. In the event such parties agree on such matters, this Agreement
shall be amended to reflect such agreement pursuant to Section 11.01.

          (f) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.16 or (ii) negligence, bad faith or willful misconduct on the
part of such Performing Party in the performance of its obligations otherwise
hereunder. A Performing Party shall have no obligation to indemnify any
Certification Party for an inaccuracy in the Performance Certification of any
other


                                      -258-



Performing Party. If the indemnification provided for in this Section 8.16 is
unavailable or insufficient to hold harmless a Certification Party (on grounds
of public policy or otherwise), then each Performing Party shall contribute to
the amount paid or payable by such Certification Party as a result of the
losses, claims, damages or liabilities of such Certification Party in such
proportion as is appropriate to reflect the relative fault of such Certification
Party on the one hand and each Performing Party on the other. The obligations of
the Performing Parties in this Section 8.16(f) to contribute are several in the
proportions described in the preceding sentence and not joint.

          (g) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Person in connection with such
Person's attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Trust.

          (h) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Form 10-K Annual Report with respect to the Trust for any particular fiscal
year on the last Business Day that is not more than 90 days following the end of
such fiscal year. Unless an alternative time period is provided for in this
Agreement, the respective parties hereto shall deliver to the Trustee, at least
10 Business Days prior to the date on which the Trustee intends to file any Form
10-K Annual Report as contemplated by Section 8.16(a), any items required to be
delivered by such party that are to be an exhibit to such Form 10-K Annual
Report. The Trustee hereby notifies the Master Servicer and the Special Servicer
that a Form 10-K Annual Report shall be required to be filed with respect to the
Trust for 2005.

          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 Trust Mortgage Loan, the
Trustee covenants and agrees that it shall maintain each Mortgage File in the
State of Illinois, and that it shall not move any Mortgage File outside the
State of Illinois, 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. The Fiscal Agent.

          (a) The Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "Aa3" from Moody's and "AA-" from S&P (or, in the
case of any such Rating Agency, such lower rating as will not result in an
Adverse Rating Event (as confirmed in writing to the Trustee, the Fiscal Agent
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 pursuant to this
Section 8.18 or otherwise


                                      -259-



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 Section 8.05(b)) as if it
were the Trustee, except that all fees and expenses 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 resignation or removal of the Fiscal Agent.

          (f) The parties hereto hereby agree that ABN AMRO Bank N.V. 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.

          SECTION 8.19. Representations and Warranties of Fiscal Agent.

          (a) The Fiscal Agent hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as of the
Closing Date, that:

               (i) The Fiscal Agent is a banking association duly organized,
     validly existing and in good standing under the laws of the Netherlands.

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

               (iii) The Fiscal Agent 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.


                                      -260-



               (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of the Fiscal Agent, enforceable against the Fiscal
     Agent 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 Fiscal Agent 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 Fiscal Agent's good faith and reasonable judgment, is
     likely to affect materially and adversely either the ability of the Fiscal
     Agent to perform its obligations under this Agreement or the financial
     condition of the Fiscal Agent.

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

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required for the execution, delivery and
     performance by the Fiscal Agent of or compliance by the Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by the Fiscal Agent under this Agreement.

          (b) The representations and warranties of the Fiscal Agent set forth
in Section 8.19(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 given prompt written notice thereof to the
other parties hereto.

          (c) Any successor Fiscal Agent shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.19(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.19(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


                                      -261-



                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
               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, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make distributions to
Certificateholders as hereafter set forth) shall terminate upon distribution (or
provision for distribution) (i) to the Certificateholders of all amounts held by
or on behalf of the Trustee and required hereunder to be so distributed on the
Distribution Date following the earlier to occur of (A) the purchase by the
Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder (or the Controlling Class Representative) of all Trust
Mortgage Loans and each REO Property (or, in the case of a Loan Combination
Mortgaged Property if it has become an REO Property, the Trust's interest
therein) remaining in the Trust Fund at a price equal to (1) the aggregate
Purchase Price of all the Trust Mortgage Loans then included in the Trust Fund,
plus (2) the appraised value of each REO Property (or, in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein), if any, then included in the Trust Fund, such appraisal to be
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), (B) the exchange by the Sole Certificate Owner
of all the Certificates for all the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in the manner set forth below in this Section 9.01
and (C) the final payment or other liquidation (or any advance with respect
thereto) of the last Trust Mortgage Loan or REO Property (in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein) remaining in the Trust Fund, and (ii) to the Trustee, the
Master Servicer, the Special Servicer, the Fiscal Agent 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's,
living on the date hereof.

          Each of the Plurality Subordinate Certificateholder (or, as
contemplated in the following paragraph, the Controlling Class Representative if
one is then so acting), the Master Servicer and the Special Servicer may at its
option elect to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) (A) of the immediately
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 1.00% of the aggregate Cut-off Date Balances of
the Trust Mortgage Loans, (ii) 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
or the Plurality Subordinate Certificateholder shall give notice of its


                                      -262-



election to purchase all of the Trust Mortgage Loans and each REO Property (or,
in the case of a Loan Combination Mortgaged Property if it has become an REO
Property, the Trust's interest therein) remaining in the Trust Fund and shall
thereafter effect such purchase in accordance with the terms hereof, and (iii)
the Master Servicer shall not have the right to effect such a purchase if,
within 30 days following the Master Servicer's delivery of a notice of election
pursuant to this paragraph, the Plurality Subordinate Certificateholder shall
give notice of its election to purchase all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund and shall thereafter effect such
purchase in accordance with the terms hereof. If the Trust Fund is to be
terminated in connection with the Plurality Subordinate Certificateholder's, the
Master Servicer's or the Special Servicer's purchase of all of the Trust
Mortgage Loans and each REO Property (or, in the case of a Loan Combination
Mortgaged Property if it has become an REO Property, the Trust's interest
therein) remaining in the Trust Fund, the Plurality Subordinate
Certificateholder, the Master Servicer or the Special Servicer, as applicable,
shall deliver to the Trustee for deposit in the Collection Account not later
than the Determination 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 the related P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Collection 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 Plurality Subordinate
Certificateholder, the Master Servicer or the Special Servicer, as applicable,
the Mortgage Files for the remaining Trust Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Plurality
Subordinate Certificateholder, the Master Servicer or the Special Servicer, as
applicable, as shall be necessary to effectuate transfer of the Trust Mortgage
Loans and REO Properties (or, in the case of a Loan Combination Mortgaged
Property if it has become an REO Property, the Trust's interest therein) to the
Plurality Subordinate Certificateholder, the Master Servicer or the Special
Servicer (or their respective designees), as applicable.

          The foregoing notwithstanding, if a Controlling Class Representative
has been appointed and is acting in that capacity, the Controlling Class
Representative shall have the option, in lieu of the Plurality Subordinate
Certificateholder, to purchase all the Trust Mortgage Loans and REO Properties
remaining in the Trust as described in the preceding paragraph.

          Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class
A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class
B, Class C and Class D Certificates is reduced to zero, if one Person is the
owner of a 100% Ownership Interest of each of the other outstanding Classes of
Regular Certificates (any such Person, the "Sole Certificate Owner"), then the
Sole Certificate Owner shall have the right to exchange all of the outstanding
Certificates owned by the Sole Certificate Owner for all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (i)(B) of the first paragraph of this Section 9.01(a), by giving written
notice to all the parties hereto and each Non-Trust Noteholder no later than 60
days prior to the anticipated date of exchange; provided that no such exchange
may occur if any of the remaining REO Properties relates to a Loan Combination.
In the event that the Sole Certificate Owner elects to exchange all of the
Certificates owned by the Sole Certificate Owner for all of the Trust Mortgage
Loans and, subject to the proviso to the preceding sentence, each REO Property
remaining in the Trust Fund, the Sole Certificate Owner, not later than the
fifth Business Day preceding the Distribution Date on which the final
distribution on the Certificates is


                                      -263-



to occur, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts then due and owing to the Depositor, the
Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent pursuant
to Section 3.05(a), or that may be withdrawn from the Distribution Account
pursuant to Section 3.05(b), but only to the extent that such amounts are not
already on deposit in the Collection Account. In addition, on the P&I Advance
Date immediately preceding the final Distribution Date, the Master Servicer
shall transfer to the Distribution Account all amounts required to be
transferred thereto on such P&I Advance Date from the Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Collection Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits have been made
and following the surrender of all the Certificates on the final Distribution
Date, the Trustee shall release or cause to be released to a designee of the
Sole Certificate Owner, the Mortgage Files for the remaining Trust Mortgage
Loans and REO Properties and shall execute all assignments, endorsements and
other instruments furnished to it by the Sole Certificate Owner as shall be
necessary to effectuate transfer of the Trust Mortgage Loans and REO Properties
remaining in the Trust Fund; provided that, if any Trust Mortgage Loan exchanged
pursuant to this Section 9.01 is part of a Loan Combination, then the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.10. Any
transfer of Trust Mortgage Loans pursuant to this paragraph shall be on a
servicing-released basis.

          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 Plurality Subordinate Certificateholder's (or the Controlling Class
Representative's), the Master Servicer's or the Special Servicer's purchase of
the Trust Mortgage Loans and each REO Property (or, in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein) remaining in the Trust Fund, 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 such Certificateholder so presenting and
surrendering its Certificates the amounts payable thereto on such final
Distribution Date in accordance with Section 4.01.

          Any funds not distributed to any Holder or Holders of Certificates on
the final 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 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


                                      -264-



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 Plurality Subordinate Certificateholder (or the Controlling
Class Representative), the Master Servicer or the Special Servicer purchases all
of the Trust Mortgage Loans and each REO Property (or, in the case of a Loan
Combination Mortgaged Property if it has become an REO Property, the Trust's
interest therein) remaining in the Trust Fund 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 either of 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
     and shall satisfy all requirements of a qualified liquidation under Section
     860F of the Code and any regulations thereunder as set forth in the Opinion
     of Counsel obtained pursuant to Section 9.01 from the party effecting the
     purchase of all the Trust Mortgage Loans and REO Property remaining in the
     Trust Fund;

               (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 Plurality Subordinate Certificateholder (or the Controlling
     Class Representative), 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) In the event the Trust Fund is to be terminated while a Swap
Agreement is still in effect, the Trustee shall promptly notify the related Swap
Counterparty in writing of the date on which the Trust Fund is to be terminated
and that the notional amount of such Swap Agreement shall be reduced to zero on
such date. Based on the date of termination, the Trustee, prior to any final
distributions to the Holders of the Class A-2FL Certificates and/or the Holders
of the Class A-4FL Certificates as contemplated by Section 9.01, shall pay the
Class A-2FL Net Fixed Swap Payment, if any to the Class A-2FL Swap Counterparty
and/or the Class A-4FL Net Fixed Swap Payment, if any, to the Class A-4FL Swap
Counterparty.


                                      -265-



          (c) 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.

          SECTION 9.03. Non-Trust Mortgage Loans.

          References to "REO Property" and "REO Properties" in Sections 9.01 and
9.02 shall be deemed to include the Trust's rights with respect to any REO
Property relating to the Glendale Galleria Trust Mortgage Loan and such rights
shall be taken into account in calculating the Purchase Price.


                                      -266-



                                    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 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 are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC I,
and the Regular Certificates, the Class A-2FL REMIC II Regular Interest and
Class A-4FL REMIC II Regular Interest are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC II;
provided that the Class X Certificates shall evidence multiple "regular
interests" in REMIC II. 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 the REMIC I Regular Interests, the Regular
Certificates (exclusive of the Class X Certificates), the Class X Components,
the Class A-2FL REMIC II Regular Interest and the Class A-4FL REMIC II Regular
Interest shall be the Rated Final Distribution Date.

          (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,


                                      -267-



"Information Return for Real Estate Mortgage Investment Conduits (REMICs) 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 this Article. Without limiting the generality of the foregoing, the
Depositor, within 10 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 be reasonably be expected to (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


                                      -268-



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 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 either 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; or (v) the Trust Fund, excluding the portion
thereof constituting Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z,
Grantor Trust E and Grantor Trust B, 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 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


                                      -269-



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 Trust Mortgage Loans (except
in connection with (A) the default or foreclosure of a Trust 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 Trust 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 Collection Account, the Distribution
Account or an 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
Trust 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 Collection Account, any Loan Combination
Custodial Account, the Distribution Account or an 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) either of 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.

          The REMIC Administrator shall treat each of Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B for
tax return preparation purposes, as a "grantor trust" under the Code and shall
treat (i) the Class A-2FL REMIC II Regular Interest and distributions thereon,
the Class A-2FL Swap Agreement and payments by the Class A-2FL Swap Counterparty
thereunder and the applicable sub-account of the Floating Rate Account as
separate assets of Grantor Trust A-2FL, (ii) the Class A-4FL REMIC II Regular
Interest and distributions thereon, the Class A-4FL Swap Agreement and payments
by the Class A-4FL Swap Counterparty thereunder and the applicable sub-account
of the Floating Rate Account as separate assets of Grantor Trust A-4FL, (iii)
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 Grantor Trust Z, (iv) the Excess Servicing Strip
as separate assets of Grantor Trust E, and (v) the Broker Strip and amounts held
from time to time in the Collection Account that represent the Broker Strip as
separate assets of Grantor Trust B, and in each case (clauses (i) through (v)
above) not of REMIC I or REMIC II, as permitted by Treasury Regulations Section
1.860G-2(i)(1). The Class A-2FL Certificates are hereby designated as
representing an undivided beneficial ownership interest in Grantor Trust A-2FL.
The


                                      -270-



Class A-4FL Certificates are hereby designated as representing an undivided
beneficial ownership interest in Grantor Trust A-4FL. The Class Z Certificates
are hereby designated as representing an undivided beneficial interest in
Additional Interest payable on the Trust Mortgage Loans and proceeds thereof.
The holder of the Excess Servicing Strip is hereby designated as owning an
undivided beneficial interest in the Excess Servicing Strip payable on the
Mortgage Loans and the REO Loans and proceeds thereof. The Broker Strip Payees
to whom the Broker Strip is payable are hereby designated as owning undivided
beneficial interests in the Broker Strip payable on the Mortgage Loans and the
REO Loans and proceeds thereof.

          (a) 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
Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and
Grantor Trust B (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)).

          (b) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B. 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 Grantor Trust A-2FL, Grantor Trust
A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B 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 10 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.

          (c) The REMIC Administrator shall furnish or cause to be furnished to
(i) the Holders of the Class Z Certificates, (ii) the Holders of the Class A-2FL
Certificates, (iii) the Holders of and the Class A-4FL Certificates, as
applicable, (iv) the holder of the Excess Servicing Strip and (v) the Broker
Strip Payees to whom the Broker Strip is payable, on the cash or accrual method
of accounting, as applicable, such information as to their respective portions
of the income and expenses of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor
Trust Z, Grantor Trust E or Grantor Trust B, as the case may be, as may be
required under the Code, and shall perform on behalf of Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B 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.

          (d) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of Grantor Trust A-2FL, Grantor Trust A-4FL,
Grantor Trust Z, Grantor Trust E and Grantor Trust B 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


                                      -271-



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 any of Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B 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 reasonably be expected to endanger the status of any of Grantor Trust
A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B
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 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 any of Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor
Trust Z, Grantor Trust E or Grantor Trust B 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 any of Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B so as
to take advantage of variations in the market so as to improve the rate of
return of Holders of the Class Z Certificates, Holders of the Class A-2FL
Certificates, Holders of the Class A-4FL Certificates, the holder of the Excess
Servicing Strip or the Broker Strip Payees to whom the Broker Strip is payable,
as the case may be.

          (e) If any tax is imposed on any of Grantor Trust A-2FL, Grantor Trust
A-4FL, Grantor Trust Z, Grantor Trust E and Grantor Trust B, 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
Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or
Grantor Trust B, as the case may be, in all other instances.


                                      -272-



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          SECTION 11.01. Amendment.

          (a) This Agreement may be amended from time to time by the agreement
of 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 or with the description of this
Agreement set forth in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be materially inconsistent with the existing 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, (v) to modify, eliminate or add to the
provisions of Section 5.02(d) or any other provision hereof restricting transfer
of the Residual Certificates by virtue of their being "residual interests" in a
REMIC provided that such change shall not, as evidenced by an Opinion of
Counsel, cause the Trust Fund or any of the Certificateholders (other than the
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is not a Permitted Transferee, (vi) to relax or eliminate any requirement
hereunder imposed by the Securities Act or the rules thereunder if the
Securities Act or those rules are amended or clarified so as to allow for the
relaxation or elimination of that requirement, (vii) 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 to REMIC I, REMIC II or any
grantor trust 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 or grantor trust,
(viii) to modify or add any provisions as may be required in connection with a
subsequent securitization of the Glendale Galleria Pari Passu Non-Trust Loan or
(ix) to otherwise modify or delete existing provisions of this Agreement;
provided that no such amendment hereof that is covered solely by clause (iii),
(viii) or (ix) above may, 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 or Non-Trust Noteholder; and provided, further, that no such
amendment may adversely affect the rights and/or interests of the Depositor
without its consent; 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 an Adverse
Rating Event; and provided, further, that no such amendment hereof that is
covered by any of clauses (i) through (ix) above may significantly change the
activities of the Trust.


                                      -273-



          (b) This Agreement may also be amended from time to time by the
agreement of the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates entitled to at
least 66-2/3% of the Voting Rights 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 Trust
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, (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, (vi) significantly change the activities of the Trust without the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights, without regard to any Certificates held by the Depositor or any of its
Affiliates or agents, (vii) amend defined terms contained in this Agreement as
they relate to Section 2.01(d) or the repurchase and/or substitution obligations
of any Mortgage Loan Seller unless such Mortgage Loan Seller shall have agreed
to such amendment in writing, (viii) adversely affect, in any material respect,
the rights and/or interests of a Non-Trust Noteholder without its consent or
(ix) adversely affect the rights and/or interests of the Depositor without its
consent. 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 Trust 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 Grantor Trust A-2FL,
Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or Grantor Trust B or
cause either of REMIC I or REMIC II to fail to qualify as a REMIC or any of
Grantor Trust A-2FL, Grantor Trust A-4FL, Grantor Trust Z, Grantor Trust E or
Grantor Trust B 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, the Swap Counterparties and
each Non-Trust Noteholder.

          (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


                                      -274-



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, the Trustee and
the Fiscal Agent 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), (b) or (c) shall be payable out of the Collection Account or the
Distribution Account pursuant to Section 3.05.

          (h) Notwithstanding anything to the contrary contained in this Section
11.01, the parties hereto agree that (i) this Agreement may not be amended
except upon 10 days' prior written notice to the Swap Counterparties and (ii)
this Agreement may not be amended in any manner that has a material adverse
effect on a Swap Counterparty without first obtaining the written consent of
such Counterparty. The Trustee may obtain and rely upon an Opinion of Counsel
provided to it at the expense of the party seeking the amendment to the effect
that such action will not adversely affect in any material respect the interests
of a Swap Counterparty (or at the expense of the Trust if the Trustee is the
party seeking such amendment and such amendment benefits the
Certificateholders).

          (i) The Trustee shall give the Depositor reasonable prior written
notice of any amendment sought to be entered into pursuant to subsection (a) or
(b) above.

          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 or, to the
extent that it benefits one or more Non-Trust Noteholders, such Non-Trust
Noteholder(s), but only upon direction accompanied by an Opinion of Counsel (the
cost of which may be paid out of the Collection Account pursuant to Section
3.05(a) or, to the extent that it benefits such Non-Trust Noteholder(s), out of
the related Loan Combination Custodial Account pursuant to Section 3.05(e)) to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or one or more Non-Trust Noteholders;
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.


                                      -275-



          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.

          (b) No Certificateholder (except as expressly provided for herein)
shall have any right to vote 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 Trust
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 25% 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; Waiver of Trial By Jury

          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. The
parties hereunder each irrevocably waive, to the extent permitted by applicable
law, all right to trial by jury in any action, claim, suit, proceeding or
counterclaim (whether based on contract, tort or otherwise) relating to or
arising out of this Agreement.

          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:


                                      -276-



          (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: Michael M. McGovern, Director, facsimile number:
     (212) 449-0265;

          (ii) in the case of the Master Servicer, KeyCorp Real Estate Capital
     Markets, Inc., 911 Main Street, Suite 1500, Kansas City, Missouri 64105,
     Attention: Senior Vice President of Loan Servicing, Re: Merrill Lynch
     Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates,
     Series 2005-CKI1, facsimile number: (816) 221-8051, with a copy to Robert
     C. Bowes, KeyBank National Association, 127 Public Square, Cleveland, Ohio
     44114, facsimile number (216) 869-5681, and with a copy to Polsinelli
     Shalton Welte Suelthaus PC, 700 West 47th Street, Suite 1000, Kansas City,
     Missouri 64112, Attention: Kraig Kohring, facsimile number: (816) 753-1536;

          (iii) in the case of the Special Servicer, J.E. Robert Company, Inc.,
     1650 Tysons Boulevard, Suite 1600, McLean, Virginia 22102, Attention: Keith
     Belcher, Re: Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
     Pass-Through Certificates, Series 2005-CKI1, facsimile number: (703)
     714-8101 (with a copy to Debra Morgan, facsimile number: (972) 692-5632);

          (iv) in the case of the Trustee, LaSalle Bank National Association,
     135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention:
     Global Securities and Trust Services Group--Merrill Lynch Mortgage
     Investors, Inc., Commercial Mortgage Pass-Through Certificates, Series
     2005-CKI1, facsimile number: (312) 904-1085;

          (v) in the case of the Fiscal Agent, ABN AMRO Bank N.V., c/o LaSalle
     Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago,
     Illinois 60603, Attention: Global Securities and Trust Services
     Group--Merrill Lynch Mortgage Investors, Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2005-CKI1, facsimile number: (312)
     904-1085;

          (vi) in the case of the Underwriters,

               (A) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World
          Financial Center, 250 Vesey Street, 16th Floor, New York, New York
          10080, Attention: David Rodgers, Re: Merrill Lynch Mortgage Trust
          2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series
          2005-CKI1, facsimile number: (212) 449-3658;

               (B) Countrywide Securities Corporation, 4500 Park Granada -
          MSCH-143, Calabasas, California 91302, Attention: Marlyn Marincas, Re:
          Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1, facsimile number: (818)
          225-4032;

               (C) IXIS Securities North America Inc., 9 West 57th Street, 36th
          Floor, New York, New York 10019, Attention: Greg Murphy, Re: Merrill
          Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
          Certificates, Series 2005-CKI1, facsimile number: (212) 891-3454, with
          a copy to Anna Glick, facsimile number: (212) 504-6666, facsimile
          number: (212) 891-6263; and


                                      -277-



               (D) KeyBanc Capital Markets, a Division of McDonald Investments
          Inc., 127 Public Square, Cleveland, Ohio 44114, Attention: [Joe
          Chinnici], Re: Merrill Lynch Mortgage Trust 2005-CKI1, Commcercial
          Mortgage Pass-Through Certificates, Series 2005-CKI1, facsimile number
          [(216) 869-5681, and with a copy to Polsinelli Shalton Welte Suelthaus
          PC, 700 West 47th Street, Suite 1000, Kansas City, Missouri 64112,
          Attention: Kraig Kohring, facsimile number: (816) 753-1536,

          (vii) in the case of the Rating Agencies,

               (A) Moody's Investors Service, Inc., 99 Church Street, New York,
          New York 10007, Attention: Commercial Mortgage Surveillance, facsimile
          number: (212) 553-4392; and

               (B) Standard & Poor's Ratings Services, 55 Water Street, New
          York, New York 10041-0003, Attention: CMBS Surveillance Group,
          facsimile number: (212) 438-2662; and

          (viii) in the case of the initial Controlling Class Representative,
     JER Investors Trust Inc., 1650 Tysons Boulevard, Suite 1600, McLean,
     Virginia 22102, Attention: Keith Belcher, Re: Merrill Lynch Mortgage Trust
     2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1,
     facsimile number: (703) 714-8101 (with a copy to Debra Morgan, facsimile
     number: (972) 692-5632);

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 and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
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.


                                      -278-



          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.

          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. Each
of the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on
the Closing Date (or being negotiated as of the Closing Date and in effect
within 90 days thereafter) shall be a third-party beneficiary to the obligations
of a successor Master Servicer under Section 3.22, provided that the sole remedy
for any claim by a Sub-Servicer as a third party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third party beneficiary pursuant to
this Section 11.09. Each Non-Trust Noteholder and any designee thereof acting on
behalf of or exercising the rights of such Non-Trust Noteholder shall be a third
party beneficiary to this Agreement with respect to its rights as specifically
provided for herein and under the related Loan Combination Intercreditor
Agreement and each Swap Counterparty is an intended third-party beneficiary
hereunder. 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 (and, if affected thereby, any
Non-Trust Noteholder) 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;


                                      -279-



               (iii) the resignation or termination of the Trustee, the Master
     Servicer or the Special Servicer;

               (iv) the repurchase of Trust Mortgage Loans by any of the
     Mortgage Loan Sellers pursuant to the applicable 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 Trust Mortgage Loan or REO
     Property.

          (b) The Master Servicer shall promptly provide notice to each Rating
Agency (and, if affected thereby, any Non-Trust Noteholder) 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 Collection Account.

          (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative (and, with respect to a Loan Combination, the
related Non-Trust Noteholder(s)) with respect to a Trust Specially Serviced
Mortgage Loan such information as the Rating Agency or Controlling Class
Representative (and, with respect to a Loan Combination, the related Non-Trust
Noteholder(s)) shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

          (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; and

               (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.03(e), 4.03(c) or 3.08.

          (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
Trust Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.


                                      -280-



          (g) The Master Servicer shall give each Rating Agency at least 15
days' notice prior to any reimbursement to it of Nonrecoverable Advances from
amounts in the Collection Account allocable to interest on the Trust Mortgage
Loans unless (1) the Master Servicer determines in its sole discretion that
waiting 15 days after such a notice could jeopardize the Master Servicer's
ability to recover Nonrecoverable Advances, (2) changed circumstances or new or
different information becomes known to the Master Servicer that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer has not timely received from the
Trustee information requested by the Master Servicer to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer shall give each Rating Agency
notice of an anticipated reimbursement to it of Nonrecoverable Advances from
amounts in the Collection Account allocable to interest on the Trust Mortgage
Loans as soon as reasonably practicable in such circumstances. The Master
Servicer shall have no liability for any loss, liability or expense resulting
from any notice provided to any Rating Agency contemplated by the immediately
preceding sentence.

          (h) 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.


                                      -281-



          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: /s/ George H. Kok
                                           -------------------------------------
                                       Name: George H. Kok
                                       Title: Vice President


                                       KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                       Master Servicer


                                       By: /s/ Clay M. Sublett
                                           -------------------------------------
                                       Name: Clay M. Sublett
                                       Title: Senior Vice President


                                       J.E. ROBERT COMPANY, INC.
                                       Special Servicer


                                       By: /s/ Keith Belcher
                                           -------------------------------------
                                       Name: Keith Belcher
                                       Title: Managing Director


                                       LASALLE BANK NATIONAL ASSOCIATION
                                       Trustee


                                       By: /s/ Brian D. Ames
                                           -------------------------------------
                                       Name: Brian D. Ames
                                       Title: First Vice President

                         POOLING AND SERVICING AGREEMENT



                                       ABN AMRO BANK N.V.
                                       Fiscal Agent


                                       By: /s/ Brian D. Ames
                                           -------------------------------------
                                       Name: Brian D. Ames
                                       Title: First Vice President


                                       By: /s/ Cynthia Reis
                                           -------------------------------------
                                       Name: Cynthia Reis
                                       Title: Senior Vice President

                         POOLING AND SERVICING AGREEMENT



STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

          On the 1st day of December 2005, before me, a notary public in and for
said State, personally appeared George H. Kok, known to me to be a Vice
President of MERRILL LYNCH MORTGAGE INVESTORS, INC., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Valencia Love
                                           -------------------------------------
                                                       Notary Public

[Notarial Seal]

                         POOLING AND SERVICING AGREEMENT



STATE OF MISSOURI   )
                    ) ss.:
COUNTY OF JACKSON   )

          On the 5th day of December 2005, before me, a notary public in and for
said State, personally appeared Clay Sublett, known to me to be a Senior Vice
Presidnet of KEYCORP REAL ESTATE CAPITAL MARKETS, INC. one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Annavene Tompkins
                                           -------------------------------------

[Notarial Seal]

                         POOLING AND SERVICING AGREEMENT



STATE OF VIRGINIA   )
                    ) ss.:
COUNTY OF FAIRFAX   )

          On the 6th day of December 2005, before me, a notary public in and for
said State, personally appeared Keith Belcher, known to me to be a Managing
Director of J.E. ROBERT COMPANY, INC. one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Claire Batley
                                           -------------------------------------
                                                       Notary Public

[Notarial Seal]

                         POOLING AND SERVICING AGREEMENT



STATE OF ILLINOIS   )
                    ) ss.:
COUNTY OF COOK      )

          On the 7th day of December, 2005, before me, a notary public in and
for said State, personally appeared Brian D. Ames, known to me to be a First
Vice President of LASALLE BANK NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                           /s/ Diane O'Neal
                                           -------------------------------------
                                                       Notary Public

[Notarial Seal]

                         POOLING AND SERVICING AGREEMENT



STATE OF ILLINOIS   )
                    ) ss.:
COUNTY OF COOK      )

          On the 7th day of December, 2005, before me, a notary public in and
for said State, personally appeared Cynthia Reis and Brian D. Ames, known to me
to be a Senior Vice President and a First Vice President, respectively, of ABN
AMRO BANK N.V., one of the entities that executed the within instrument, and
each also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                     /s/ Diane O'Neal
                                           -------------------------------------
                                                       Notary Public

[Notarial Seal]

                         POOLING AND SERVICING AGREEMENT


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE


                                       I-1



MLMT 2005 - CKI1 PSA SCHEDULE I

                                                                  Loan Level
                                                                  Property Level



                                                                               MORTGAGE
LOAN #            PROPERTY NAME                                                LOAN SELLER                      PROPERTY TYPE

   1              Galileo NXL Retail Portfolio                                 MLML                             Retail
 1.01             Vail Ranch Center                                            MLML                             Retail
 1.02             Galleria Commons                                             MLML                             Retail
 1.03             Parkway Plaza                                                MLML                             Retail
 1.04             Marketplace at Wycliffe                                      MLML                             Retail
 1.05             Panama City Square                                           MLML                             Retail
 1.06             Genesee Valley Shopping Center                               MLML                             Retail
 1.07             Roundtree Place                                              MLML                             Retail
 1.08             Merchants Central                                            MLML                             Retail
 1.09             Perry Marketplace                                            MLML                             Retail
 1.10             London Marketplace                                           MLML                             Retail
 1.11             Island Plaza                                                 MLML                             Retail
 1.12             Shops at Seneca Mall                                         MLML                             Retail
 1.13             Perlis Plaza                                                 MLML                             Retail
 1.14             Shops at Prospect                                            MLML                             Retail
 1.15             Cordele Square                                               MLML                             Retail
 1.16             Grand Central Plaza                                          MLML                             Retail
 1.17             Normandy Square                                              MLML                             Retail
 1.18             Westlane Shopping Center                                     MLML                             Retail
   2              Ashford Hotel Portfolio                                      MLML                             Hospitality
 2.01             Residence Inn Orlando Sea World                              MLML                             Hospitality
 2.02             Crowne Plaza Key West                                        MLML                             Hospitality
 2.03             Sheraton Minneapolis                                         MLML                             Hospitality
 2.04             Residence Inn Cottonwood                                     MLML                             Hospitality
 2.05             Courtyard Overland Park                                      MLML                             Hospitality
 2.06             Historic Inns Annapolis                                      MLML                             Hospitality
 2.07             Courtyard Palm Desert                                        MLML                             Hospitality
 2.08             Residence Inn Palm Desert                                    MLML                             Hospitality
 2.09             SpringHill Suites University Research Park                   MLML                             Hospitality
 2.10             SpringHill Suites Durham Airport                             MLML                             Hospitality
   3              Glendale Galleria                                            MLML                             Retail
   4              Louisiana Boardwalk                                          CRF                              Retail
   5              International Home Furnishings Center                        IXIS Real Estate Capital Inc.    Other
   6              Galileo NXL Retail Portfolio 2                               MLML                             Retail
 6.01             Keegan's Meadow                                              MLML                             Retail
 6.02             Jones Square                                                 MLML                             Retail
 6.03             Hilltop Plaza                                                MLML                             Retail
 6.04             Tuckernuck Square                                            MLML                             Retail
 6.05             Moundsville Plaza                                            MLML                             Retail
 6.06             Northridge Plaza                                             MLML                             Retail
 6.07             Northshore Plaza                                             MLML                             Retail
 6.08             Plantation Plaza                                             MLML                             Retail
 6.09             Marwood Plaza                                                MLML                             Retail
 6.10             Southern Village                                             MLML                             Retail
 6.11             Dover Park Plaza                                             MLML                             Retail
 6.12             Washtenaw Fountain Plaza                                     MLML                             Retail
 6.13             Jacksonian Plaza                                             MLML                             Retail
   7              Chase Manhattan Centre                                       CRF                              Office
   8              Younan Portfolio - Dallas                                    CRF                              Office
 8.01             Eighty-Eighty Central                                        CRF                              Office
 8.02             9400 NCX                                                     CRF                              Office
 8.03             North Central Plaza III                                      CRF                              Office
   9              Lowe Tyson's Corner                                          MLML                             Office
 9.01             Gallows Road                                                 MLML                             Office
 9.02             Kidwell Drive                                                MLML                             Office
  10              Stafford Marketplace Shopping Center                         MLML                             Retail
  11              Lodgian Portfolio 4                                          MLML                             Hospitality
 11.01            Crowne Plaza - West Palm Beach                               MLML                             Hospitality
 11.02            Hilton - Columbia                                            MLML                             Hospitality
 11.03            Hilton - Troy                                                MLML                             Hospitality
 11.04            Holiday Inn Select - Irving                                  MLML                             Hospitality
 11.05            Residence Inn - Little Rock                                  MLML                             Hospitality
 11.06            Courtyard by Marriott - Paducah                              MLML                             Hospitality
 11.07            Holiday Inn - Frederick                                      MLML                             Hospitality
 11.08            Holiday Inn SunSpree - Surfside Beach                        MLML                             Hospitality
  12              Tharaldson Portfolio IIIA                                    CRF                              Hospitality
 12.01            Homewood Suites Willowbrook                                  CRF                              Hospitality
 12.02            SpringHill Suites Memphis                                    CRF                              Hospitality
 12.03            Hampton Inn Burnsville                                       CRF                              Hospitality
 12.04            Holiday Inn Express Oklahoma City                            CRF                              Hospitality
 12.05            Fairfield Inn by Marriott Plano                              CRF                              Hospitality
 12.06            SpringHill Suites Houston                                    CRF                              Hospitality
 12.07            Fairfield Inn Muncie                                         CRF                              Hospitality
 12.08            Hampton Inn Stafford                                         CRF                              Hospitality
 12.09            Fairfield Inn Westchase                                      CRF                              Hospitality
 12.10            Hampton Inn Willowbrook                                      CRF                              Hospitality
 12.11            Fairfield Inn Memphis                                        CRF                              Hospitality
 12.12            Fairfield Inn Joliet North                                   CRF                              Hospitality
 12.13            Hampton Inn Texas City                                       CRF                              Hospitality
 12.14            Fairfield Inn Burnsville                                     CRF                              Hospitality
 12.15            Comfort Inn Sioux City                                       CRF                              Hospitality
 12.16            Fairfield Inn Texas City                                     CRF                              Hospitality
  13              Quads 345/Allred Cotton Center                               MLML                             Industrial
  14              EDS Portfolio                                                CRF                              Office
 14.01            Camp Hill                                                    CRF                              Office
 14.02            Auburn Hills Facilities                                      CRF                              Office
 14.03            Rancho Cordova                                               CRF                              Office
  15              Westminster City Center                                      MLML                             Retail
  16              Hudson Park                                                  Key                              Multifamily
  17              Fresh Direct Warehouse                                       MLML                             Industrial
  18              Chase Village Apartments                                     Key                              Multifamily
  19              625 Broadway and 909 Prospect                                CRF                              Various
 19.01            Broadway Office Building (Torbati Building)                  CRF                              Office
 19.02            La Jolla Prospect Plaza                                      CRF                              Mixed Use
  20              Empire Shopping Center                                       MLML                             Retail
  21              Blue Cross Building                                          CRF                              Office
  22              Oak Brook International Office Center                        CRF                              Office
  23              First Energy Office Building                                 MLML                             Office
  24              U-Haul Self Storage Portfolio V                              MLML                             Self Storage
 24.01            Westheimer U-Haul Center                                     MLML                             Self Storage
 24.02            U-Haul Mendenhall                                            MLML                             Self Storage
 24.03            U-Haul Center 67th & Bell                                    MLML                             Self Storage
 24.04            U-Haul Ctr N Tampa                                           MLML                             Self Storage
 24.05            U-Haul Ctr 24 Hwy                                            MLML                             Self Storage
 24.06            U-Haul Ctr Orange                                            MLML                             Self Storage
 24.07            U-Haul Savannah Ogeechee                                     MLML                             Self Storage
 24.08            U-Haul Ctr Morse Rd                                          MLML                             Self Storage
 24.09            U-Haul Ct Oakwood                                            MLML                             Self Storage
 24.10            U-Haul Skyland Blvd                                          MLML                             Self Storage
 24.11            U-Haul San Angelo                                            MLML                             Self Storage
 24.12            U-Haul Main Street Mov & Str                                 MLML                             Self Storage
 24.13            U-Haul Ctr S Topeka                                          MLML                             Self Storage
 24.14            U-Haul Saddle Brook                                          MLML                             Self Storage
 24.15            U-Haul Ct Pocatello                                          MLML                             Self Storage
 24.16            U-Haul City Centre                                           MLML                             Self Storage
 24.17            U-Haul Ctr Anaheim                                           MLML                             Self Storage
  25              The Courtyard on Wilshire                                    CRF                              Office
  26              U-Haul Self Storage Portfolio VI                             MLML                             Self Storage
 26.01            U-Haul Ctr Westchester County                                MLML                             Self Storage
 26.02            U-Haul Pleasant Hls                                          MLML                             Self Storage
 26.03            U-Haul Ctr Airport                                           MLML                             Self Storage
 26.04            U-Haul Ct Northeast                                          MLML                             Self Storage
 26.05            U-Haul Foothill Blv                                          MLML                             Self Storage
 26.06            U-Haul Outer Fort                                            MLML                             Self Storage
 26.07            U-Haul Center 34th Street                                    MLML                             Self Storage
 26.08            U-Haul Ct Crosstown                                          MLML                             Self Storage
 26.09            U-Haul Washington                                            MLML                             Self Storage
 26.10            U-Haul Ct I-24                                               MLML                             Self Storage
 26.11            U-Haul Center Westfield                                      MLML                             Self Storage
 26.12            U-Haul Hanover St                                            MLML                             Self Storage
 26.13            U-Haul Ct Livermore                                          MLML                             Self Storage
 26.14            U-Haul Center Olympia                                        MLML                             Self Storage
 26.15            U-Haul Gilbert Ave                                           MLML                             Self Storage
 26.16            U-Haul Center Point                                          MLML                             Self Storage
 26.17            U-Haul Towne East                                            MLML                             Self Storage
 26.18            U-Haul S Locust                                              MLML                             Self Storage
 26.19            U-Haul Center Longview                                       MLML                             Self Storage
 26.20            U-Haul Bloomsburg                                            MLML                             Self Storage
 26.21            U-Haul Center Gray Hwy                                       MLML                             Self Storage
  27              U-Haul Self Storage Portfolio VII                            MLML                             Self Storage
 27.01            U-Haul Greater Miami                                         MLML                             Self Storage
 27.02            U-Haul Center Lancaster                                      MLML                             Self Storage
 27.03            U-Haul Boston Ave                                            MLML                             Self Storage
 27.04            U-Haul Ctr Weymouth                                          MLML                             Self Storage
 27.05            U-Haul Ctr Beltline                                          MLML                             Self Storage
 27.06            U-Haul Lake Square                                           MLML                             Self Storage
 27.07            U-Haul Ctr Box Road                                          MLML                             Self Storage
 27.08            U-Haul Ct Hyde Park                                          MLML                             Self Storage
 27.09            U-Haul Ctr Route 1                                           MLML                             Self Storage
 27.10            U-Haul Dallas Frwy                                           MLML                             Self Storage
 27.11            U-Haul Ct Downtown                                           MLML                             Self Storage
 27.12            U-Haul Wrightsboro                                           MLML                             Self Storage
 27.13            U-Haul Of Roseburg                                           MLML                             Self Storage
 27.14            U-Haul Greensburg                                            MLML                             Self Storage
 27.15            Fairgrounds U-Haul Center                                    MLML                             Self Storage
 27.16            U-Haul Ct W W White                                          MLML                             Self Storage
 27.17            U-Haul Ct Padre Isl                                          MLML                             Self Storage
 27.18            U-Haul Pace Blvd                                             MLML                             Self Storage
  28              Meidinger Tower                                              CRF                              Office
  29              Greenwich Avenue Portfolio                                   MLML                             Various
 29.01            252 Greenwich Avenue                                         MLML                             Retail
 29.02            321-325 Greenwich Avenue                                     MLML                             Mixed Use
 29.03            234 Greenwich Avenue                                         MLML                             Mixed Use
 29.04            151 Greenwich Avenue                                         MLML                             Mixed Use
  30              Massapequa Shopping Center Portfolio                         MLML                             Retail
  31              Browntown and Millburn Plaza Portfolio                       CRF                              Retail
 31.01            Browntown Shopping Center                                    CRF                              Retail
 31.02            Millburn Mall                                                CRF                              Retail
  32              Fountain Square                                              MLML                             Retail
  33              Parkway Crossing East                                        MLML                             Retail
  34              Perkins Rowe Medical Office Center                           CRF                              Office
  35              Signature Pavilion                                           CRF                              Retail
  36              156 William Street                                           CRF                              Office
  37              Rubio Plaza                                                  MLML                             Office
  38              The Lakes at Thousand Oaks                                   CRF                              Retail
  39              Simmons Market Place                                         CRF                              Retail
  40              The Plaza                                                    MLML                             Multifamily
  41              Branbury Apartments                                          Key                              Multifamily
  42              Marquee Place                                                MLML                             Mixed Use
  43              120 Bloomingdale                                             CRF                              Office
  44              Cooper Point Pavillion                                       MLML                             Retail
  45              Inverness Heights Shopping Center                            MLML                             Retail
  46              Lindell Towers                                               MLML                             Multifamily
  47              Pageantry West Office Park                                   CRF                              Office
  48              Wayzata Executive Park                                       MLML                             Office
  49              Midori & Holcomb Place                                       CRF                              Office
 49.01            The Midori                                                   CRF                              Office
 49.02            Holcomb Place                                                CRF                              Office
  50              Carmel Woods                                                 MLML                             Multifamily
  51              Klahanie Village Shopping Center                             MLML                             Retail
  52              Inducon Portfolio                                            CRF                              Office
 52.01            410 - 440, 415 & 435 Lawrence Bell Drive                     CRF                              Office
 52.02            60 - 90 Earhart Drive                                        CRF                              Office
 52.03            230 Cumberland Drive                                         CRF                              Office
 52.04            80 - 90 Curtwright Drive                                     CRF                              Office
  53              Summit Office Park                                           MLML                             Office
  54              Orchard Hardware Plaza                                       Key                              Retail
  55              Pecos Pebble Office Park                                     CRF                              Office
  56              Green Valley Technical Plaza                                 CRF                              Office
  57              Westwood Estates Manufactured Housing Community              CRF                              Manufactured Housing
  58              Temple Inland Industrial Portfolio                           MLML                             Industrial
 58.01            Santa Fe Springs                                             MLML                             Industrial
 58.02            Buena Park                                                   MLML                             Industrial
 58.03            El Centro                                                    MLML                             Industrial
  59              Del Mar Heights Village                                      MLML                             Mixed Use
  60              The Shoppes at Plantation                                    Key                              Retail
  61              Valley Mack Plaza                                            MLML                             Retail
  62              Tustin MOB I & II                                            CRF                              Office
 62.01            Tustin Medical Building II                                   CRF                              Office
 62.02            Tustin Medical Building I                                    CRF                              Office
  63              Crown Valley Center                                          MLML                             Retail
  64              1100 Buckingham Street                                       CRF                              Industrial
  65              Raymour & Flanigan Showroom                                  Key                              Retail
  66              390 East H Street                                            MLML                             Retail
  67              Islands Village Shopping Center                              CRF                              Retail
  68              Hi Desert Plaza                                              MLML                             Retail
  69              Pecanland Commons Shopping Center                            CRF                              Retail
  70              Wal-Mart - Villa Rica                                        CRF                              Retail
  71              Cosmo Lofts                                                  CRF                              Multifamily
  72              IDT Building                                                 MLML                             Industrial
  73              Worthing Place Apartments                                    CRF                              Multifamily
  74              Holden Commons Shopping Center                               Key                              Retail
  75              Aurora Highlands                                             Key                              Retail
  76              Lake Frederica Shopping Center                               MLML                             Retail
  77              Anthem Shopping Center                                       MLML                             Retail
  78              Bridgeview Plaza                                             MLML                             Retail
  79              Paramus - Medical                                            CRF                              Office
  80              Regency Plaza                                                MLML                             Retail
  81              Marriott - Racine                                            MLML                             Hospitality
  82              Sheldon Oaks                                                 MLML                             Multifamily
  83              In Town Lofts                                                MLML                             Multifamily
  84              Wilderness Village Shopping Center                           MLML                             Retail
  85              St. Armand's Circle                                          Key                              Retail
  86              GroupVI - FCH Medical Bldg                                   CRF                              Office
  87              Hampton Inn - Florida Mall                                   CRF                              Hospitality
  88              Shallowford Exchange                                         MLML                             Retail
  89              Cornerstone Center                                           CRF                              Retail
  90              La Mesa Village Station                                      MLML                             Mixed Use
  91              Blackwell Plaza Shopping Center                              CRF                              Retail
  92              Valencia Town Center Plaza                                   CRF                              Retail
  93              Yarbrough Plaza                                              MLML                             Retail
  94              Cross Creek Villas                                           Key                              Multifamily
  95              Pleasonton Park 131                                          MLML                             Office
  96              Crimson Canyon Building                                      MLML                             Office
  97              Mainplace Merced                                             CRF                              Retail
  98              Campus Walk Apartments                                       MLML                             Multifamily
  99              K-Mart - Bishop, CA                                          CRF                              Retail
  100             Hampton Inn - College Park                                   MLML                             Hospitality
  101             I-5 Corporate Center                                         MLML                             Industrial
  102             Wendover Ridge Shopping Center                               CRF                              Retail
  103             Westchester Neighborhood School                              Key                              Office
  104             Bridgeville Crossing Shopping Center                         MLML                             Retail
  105             Parkway Crossing                                             MLML                             Retail
  106             Deer Park                                                    MLML                             Multifamily
  107             Social Security Administration Building                      Key                              Office
  108             Cedar-Pine Grove Plaza                                       Key                              Retail
  109             Group VI-Creekside Medical                                   CRF                              Office
  110             Holiday Inn Express Lompoc                                   CRF                              Hospitality
  111             Laurel Inn                                                   CRF                              Hospitality
  112             Wheatland Marketplace                                        MLML                             Retail
  113             Carnivale/Project 84                                         CRF                              Industrial
  114             Flamingo Self Storage                                        CRF                              Self Storage
  115             Birchwood Health Care Center                                 MLML                             Multifamily
  116             Laurel Village Shopping Center                               CRF                              Retail
  117             Monroe Plaza Shopping Center                                 Key                              Retail
  118             Columbia IV Shopping Center                                  Key                              Retail
  119             Riverwatch Commons                                           MLML                             Mixed Use
  120             Walgreens and Uno Chicago Grill                              MLML                             Retail
  121             Latina Warehouse                                             CRF                              Industrial
  122             Redwood Apartments                                           MLML                             Multifamily
  123             Montano Shopping Center                                      MLML                             Retail
  124             Camino Village Shopping Center                               MLML                             Retail
  125             Commerce Bank - Staten Island                                MLML                             Retail
  126             Avalon Town Center                                           MLML                             Retail
  127             Princess Anne Executive Park                                 MLML                             Office
  128             Parker Valley Center Lot 3                                   MLML                             Retail
  129             Comfort Inn & Suites                                         MLML                             Hospitality
  130             Galleria Self Storage                                        CRF                              Self Storage
  131             Osco Plaza                                                   CRF                              Retail
  132             39-41 North Fullerton Apartments                             CRF                              Multifamily
  133             Plaza de las Brisas                                          CRF                              Retail
  134             Waterfall Plaza                                              Key                              Retail
  135             Maryland Gardens                                             CRF                              Multifamily
  136             The Harbor at Southaven                                      MLML                             Multifamily
  137             East Towne Plaza                                             MLML                             Retail
  138             Parkvale Medical Office Building                             CRF                              Office
  139             Whispering Woods Apartments                                  CRF                              Multifamily
  140             Sundance Self Storage                                        CRF                              Self Storage
  141             National City Retail                                         MLML                             Retail
  142             Centennial-Hanford Center PH I-C                             Key                              Retail
  143             Moss VI Building                                             CRF                              Office
  144             Grayson Corners Shopping Center                              CRF                              Retail
  145             Strawberry Fields                                            MLML                             Multifamily
  146             Colorado First Building                                      MLML                             Office
  147             Federal Express Building                                     MLML                             Industrial
  148             Chimney Lakes Village                                        CRF                              Retail
  149             Regents Plaza                                                MLML                             Retail
  150             GroupVI - 900 Westpark Drive                                 CRF                              Office
  151             Storage Depot                                                Key                              Self Storage
  152             Groveport Square Neighborhood Shopping Center                Key                              Retail
  153             Imperial Medical Office Building                             CRF                              Office
  154             CVS Thibodaux                                                MLML                             Retail
  155             Stoney Brook Commons                                         MLML                             Office
  156             Tsern Retail                                                 MLML                             Retail
  157             Brighton Lane Shopping Center                                CRF                              Retail
  158             La Quinta Lafayette                                          MLML                             Hospitality
  159             Alameda Self Storage                                         MLML                             Self Storage
  160             1500 McGowen                                                 MLML                             Office
  161             Mondo Building                                               CRF                              Office
  162             Glen Arbor Apartments                                        CRF                              Multifamily
  163             CVS Pharmacy - Sparta Road                                   CRF                              Retail
  164             Fitch Building Complex                                       CRF                              Office
  165             South Jordan Self Storage                                    Key                              Self Storage
  166             Peachtree Crest Business Center - Building 3760              CRF                              Industrial
  167             Stirling Palm Plaza                                          CRF                              Retail
  168             South Sherwood Square                                        CRF                              Retail
  169             47 Louise Street                                             CRF                              Industrial








LOAN #  ADDRESS                                                                                                   CITY

   1    Various                                                                                                   Various
 1.01   31685-31845 Highway 79 South                                                                              Temecula
 1.02   570 North Stephanie Street                                                                                Henderson
 1.03   1209 Silas Creek Parkway                                                                                  Winston Salem
 1.04   4075-4115 State Road 7                                                                                    Lake Worth
 1.05   535 West 23rd Street                                                                                      Panama City
 1.06   4276 Lakeville Road                                                                                       Geneseo
 1.07   2321-2515 Ellsworth Road                                                                                  Ypsilanti
 1.08   2629 Decherd Boulevard                                                                                    Winchester
 1.09   1355 Sam Nunn Boulevard                                                                                   Perry
 1.10   1710 West Kentucky Highway 192                                                                            London
 1.11   1291 Folly Road                                                                                           James Island
 1.12   8015 Oswego Road                                                                                          Liverpool
 1.13   1500 East Forsyth Street                                                                                  Americus
 1.14   3985 Columbia Avenue                                                                                      West Hempfield
 1.15   1013 East 16th Street                                                                                     Cordele
 1.16   4000-4040 Murdoch Avenue                                                                                  Parkersburg
 1.17   7900 Normandy Boulevard                                                                                   Jacksonville
 1.18   7098-7167 North Michigan Road                                                                             Indianapolis
   2    Various                                                                                                   Various
 2.01   11000 Westwood Boulevard                                                                                  Orlando
 2.02   430 Duval Street                                                                                          Key West
 2.03   12201 Ridgedale Drive                                                                                     Minnetonka
 2.04   6425 South 3000 East                                                                                      Salt Lake City
 2.05   11001 Woodson Street                                                                                      Overland Park
 2.06   58 State Circle                                                                                           Annapolis
 2.07   74895 Frank Sinatra Drive                                                                                 Palm Desert
 2.08   38305 Cook Street                                                                                         Palm Desert
 2.09   8700 Research Drive                                                                                       Charlotte
 2.10   920 Slater Road                                                                                           Durham
   3    2148 Glendale Galleria & 100 West Broadway                                                                Glendale
   4    390 Plaza Loop                                                                                            Bossier City
   5    210 East Commerce Avenue                                                                                  High Point
   6    Various                                                                                                   Various
 6.01   11711 West Bellfort                                                                                       Stafford
 6.02   10921 FM 1960 West                                                                                        Houston
 6.03   1725 Laskin Road                                                                                          Virginia Beach
 6.04   9004 West Broad Street                                                                                    Richmond
 6.05   1200-1300 and 1410 Lafayette Avenue                                                                       Moundsville
 6.06   8155-8271 West Brown Deer Road                                                                            Milwaukee
 6.07   1502 - 1600 Wildcat Drive                                                                                 Portland
 6.08   1001 Plantation Drive                                                                                     Clute
 6.09   3335 Kentucky Avenue                                                                                      Indianapolis
 6.10   1223-1255 East Southern Avenue                                                                            Mesa
 6.11   1 Sunnybrae Boulevard                                                                                     Yardville
 6.12   2720-2820 Washtenaw Avenue                                                                                Ypsilanti
 6.13   4950 North Highway 55                                                                                     Jackson
   7    1201 North Market Street                                                                                  Wilmington
   8    Various                                                                                                   Dallas
 8.01   8080 North Central Expressway                                                                             Dallas
 8.02   9400 North Central Expressway                                                                             Dallas
 8.03   12801 North Central Expressway                                                                            Dallas
   9    Various                                                                                                   Vienna
 9.01   1953 Gallows Road                                                                                         Vienna
 9.02   1951 Kidwell Drive                                                                                        Vienna
  10    1110 Stafford Market Place                                                                                Stafford
  11    Various                                                                                                   Various
 11.01  1601 Belvedere Road                                                                                       West Palm Beach
 11.02  5485 Twin Knolls Road                                                                                     Columbia
 11.03  5500 Crooks Road                                                                                          Troy
 11.04  4441 West John W. Carpenter Freeway                                                                       Irving
 11.05  1401 South Shackleford Road                                                                               Little Rock
 11.06  3835 Technology Drive                                                                                     Paducah
 11.07  999 West Patrick Street                                                                                   Frederick
 11.08  1601 North Ocean Boulevard                                                                                Surfside Beach
  12    Various                                                                                                   Various
 12.01  7655 West FM 1960                                                                                         Houston
 12.02  2800 New Brunswick Road                                                                                   Memphis
 12.03  14400 Nicollet Court                                                                                      Burnsville
 12.04  7601 C.A. Henderson Boulevard                                                                             Oklahoma City
 12.05  4712 West Plano Parkway                                                                                   Plano
 12.06  2750 North Loop West 610                                                                                  Houston
 12.07  4011 West Bethel Pike                                                                                     Muncie
 12.08  4714 Techniplex Drive                                                                                     Stafford
 12.09  2400 West Sam Houston Parkway                                                                             Houston
 12.10  7645 West FM 1960                                                                                         Houston
 12.11  8489 Highway 64                                                                                           Memphis
 12.12  3239 Norman Avenue                                                                                        Joliet
 12.13  2320 FM 2004                                                                                              Texas City
 12.14  14350 Nicollet Court                                                                                      Burnsville
 12.15  4202 South Lakeport Street                                                                                Sioux City
 12.16  10700 E.F. Lowry Expressway                                                                               Texas City
  13    4303, 4313, 4405, 4415, & 4425 East Cotton Center Boulevard                                               Phoenix
  14    Various                                                                                                   Various
 14.01  225 Grandview Avenue                                                                                      East Pennsboro
 14.02  1080 and 985 West Entrance Drive                                                                          Auburn Hills
 14.03  10888 White Rock Road                                                                                     Rancho Cordova
  15    9210-9440 North Sheridan Boulevard                                                                        Westminster
  16    323 West 96th Street                                                                                      New York
  17    23-30 Borden Avenue                                                                                       Long Island City
  18    375 Marche Chase Drive                                                                                    Eugene
  19    Various                                                                                                   Various
 19.01  625 Broadway                                                                                              San Diego
 19.02  909 Prospect Street                                                                                       La Jolla
  20    5865, 5867, 5869, 5875, 5879, 5885, 5887, 5891, and 5897 Lone Tree Way                                    Antioch
  21    901 South Central Expressway                                                                              Richardson
  22    2707, 2803, 2805 and 2809 Butterfield Road                                                                Oak Brook
  23    76 South Main Street                                                                                      Akron
  24    Various                                                                                                   Various
 24.01  14900 Westheimer Road                                                                                     Houston
 24.02  3551 South Mendenhall Road                                                                                Memphis
 24.03  6544 West Bell Road                                                                                       Glendale
 24.04  10415 North Florida Avenue                                                                                Tampa
 24.05  305 East 24 Highway                                                                                       Independence
 24.06  174 Boston Post Road                                                                                      Orange
 24.07  3802 Ogeechee Road                                                                                        Savannah
 24.08  2980 Morse Road                                                                                           Columbus
 24.09  4 Westbank Expressway                                                                                     Gretna
 24.10  124 Skyland Boulevard East                                                                                Tuscaloosa
 24.11  1330 South Koenigheim                                                                                     San Angelo
 24.12  3197 Main Street                                                                                          Hartford
 24.13  3825 Southwest Topeka Boulevard                                                                           Topeka
 24.14  210 US Highway 46                                                                                         Saddle Brook
 24.15  709 North 5th Avenue                                                                                      Pocatello
 24.16  230 South Verity Parkway                                                                                  Middletown
 24.17  626 South Anaheim Boulevard                                                                               Anaheim
  25    1801-31 Wilshire Boulevard                                                                                Santa Monica
  26    Various                                                                                                   Various
 26.01  937 Saw Mill River Road                                                                                   Yonkers
 26.02  5 Clairton Boulevard                                                                                      Pleasant Hills
 26.03  5356 University Boulevard                                                                                 Moon Township
 26.04  8833 Dyer Street                                                                                          El Paso
 26.05  16823 Foothill Boulevard                                                                                  Fontana
 26.06  3175 South Fort                                                                                           Detroit
 26.07  4825 West 34th Street                                                                                     Houston
 26.08  3611 South Port Avenue                                                                                    Corpus Christi
 26.09  960 Washington Road                                                                                       Washington
 26.10  3020 Lamar Avenue                                                                                         Memphis
 26.11  50 Springfield Road                                                                                       Westfield
 26.12  87 Hanover Street                                                                                         Lebanon
 26.13  3429 Gardella Plaza                                                                                       Livermore
 26.14  2516 East 4th Avenue                                                                                      Olympia
 26.15  2320 Gilbert Avenue                                                                                       Cincinnati
 26.16  1636 Center Point Road                                                                                    Birmingham
 26.17  5213 East Pawnee                                                                                          Wichita
 26.18  1730 South Locust Street                                                                                  Grand Island
 26.19  410 West Marshall Avenue                                                                                  Longview
 26.20  2101 Columbus Boulevard                                                                                   Bloomsburg
 26.21  770 Gray Highway                                                                                          Macon
  27    Various                                                                                                   Various
 27.01  1000 Northeast 1st Avenue                                                                                 Miami
 27.02  42925 Sierra Highway                                                                                      Lancaster
 27.03  636-650 Boston Avenue                                                                                     Bridgeport
 27.04  666 Bridge Street                                                                                         Weymouth
 27.05  200 South Beltline Highway                                                                                Mobile
 27.06  10128 Highway 441 South                                                                                   Leesburg
 27.07  1700 Box Road                                                                                             Columbus
 27.08  150 Fairmount Avenue                                                                                      Hyde Park
 27.09  390 Providence Highway                                                                                    Norwood
 27.10  5333 North Freeway                                                                                        Houston
 27.11  970 1/2 Springhill Avenue                                                                                 Mobile
 27.12  3363 Wrightsboro Road                                                                                     Augusta
 27.13  1182 Northeast Stephens Street                                                                            Roseburg
 27.14  1010 East Pittsburg Street                                                                                Greensburg
 27.15  3028 Bessemer Road                                                                                        Birmingham
 27.16  4502 Rigsby Avenue                                                                                        San Antonio
 27.17  4344 South Padre Island Drive                                                                             Corpus Christi
 27.18  2817 North Pace Boulevard                                                                                 Pensacola
  28    462 South 4th Street                                                                                      Louisville
  29    Various                                                                                                   Greenwich
 29.01  252 Greenwich Avenue                                                                                      Greenwich
 29.02  321-325 Greenwich Avenue                                                                                  Greenwich
 29.03  234 Greenwich Avenue                                                                                      Greenwich
 29.04  151 Greenwich Avenue                                                                                      Greenwich
  30    1220, 1276 and 1310 Hicksville Road                                                                       Seaford
  31    Various                                                                                                   Various
 31.01  2601 - 2727 Middlesex County Road Route 516 and Gaub Road                                                 Old Bridge
 31.02  2019 - 2933 Vauxhall Road                                                                                 Union
  32    310-630 East Bell Road                                                                                    Phoenix
  33    2300-2485 Prince William Parkway                                                                          Woodbridge
  34    10101 Park Rowe Avenue                                                                                    Baton Rouge
  35    310-390 North Escondido Boulevard                                                                         Escondido
  36    156 William Street                                                                                        New York
  37    16542-16550 Ventura Boulevard                                                                             Encino
  38    2200 East Thousand Oaks Boulevard                                                                         Thousand Oaks
  39    5465 - 5595 Simmons Street                                                                                Las Vegas
  40    1500 Palisades Avenue                                                                                     Fort Lee
  41    449 West 1720 North                                                                                       Provo
  42    641-681 East Lake Street                                                                                  Wayzata
  43    120 Bloomingdale Road                                                                                     White Plains
  44    1510-1620 Cooper Point Road Southwest                                                                     Olympia
  45    5025 U.S. Highway 280 South                                                                               Birmingham
  46    3733 & 3745 Lindell Boulevard                                                                             Saint Louis
  47    8925 and 8945 West Russell Road                                                                           Las Vegas
  48    1903, 1905 & 1907 Wayzata Boulevard                                                                       Wayzata
  49    Various                                                                                                   Norcross
 49.01  5335 Triangle Parkway                                                                                     Norcross
 49.02  3150 Holcomb Bridge Road                                                                                  Norcross
  50    1010 Clubhouse Court                                                                                      Carmel
  51    4560 Klahanie Drive Southeast                                                                             Issaquah
  52    Various                                                                                                   Various
 52.01  410 - 440, 415 & 435 Lawrence Bell Drive                                                                  Amherst
 52.02  60 - 90 Earhart Drive                                                                                     Amherst
 52.03  230 Cumberland Drive                                                                                      Nashville
 52.04  80 - 90 Curtwright Drive                                                                                  Amherst
  53    300 Centerville Road                                                                                      Warwick
  54    8998-9116 Foothill Boulevard                                                                              Rancho Cucamonga
  55    8905, 8925, 8935, 8955, 8965, 8975 and 8985 South Pecos Road                                              Henderson
  56    5251 Business Center Drive                                                                                Fairfield
  57    7801 88th Avenue                                                                                          Pleasant Prairie
  58    Various                                                                                                   Various
 58.01  9211 Norwalk Boulevard                                                                                    Santa Fe Springs
 58.02  6211 Descanso Avenue                                                                                      Buena Park
 58.03  120 East Ross Avenue                                                                                      El Centro
  59    2602-2690 Del Mar Heights Road                                                                            San Diego
  60    6800-6830 Shoppes At Plantation Drive                                                                     Fort Myers
  61    6100 & 6200 Mack Road                                                                                     Sacramento
  62    Various                                                                                                   Tustin
 62.01  14642 Newport Avenue                                                                                      Tustin
 62.02  14591 Newport Avenue                                                                                      Tustin
  63    27620 - 27680 Marguerite Parkway                                                                          Mission Viejo
  64    1100 Buckingham Street                                                                                    Watertown
  65    1855 Central Park Avenue-Route 100                                                                        Yonkers
  66    390 East H Street                                                                                         Chula Vista
  67    1404, 1422, 1430, 1440, 1442, 1500, 1520 and 1560 West Warner Road and 700 and 735 South Islands Drive    Gilbert
  68    16970 Bear Valley Road                                                                                    Victorville
  69    4209-4299 Pecanland Mall Drive                                                                            Monroe
  70    600 Highway 61                                                                                            Villa Rica
  71    1617 Cosmo Street                                                                                         Hollywood
  72    225-226 Old New Brunswick Road                                                                            Piscataway
  73    1100 County Line Road                                                                                     Kansas City
  74    160-164 Reservoir Street                                                                                  Holden
  75    1700-1791 South Buckley Road                                                                              Aurora
  76    3902 South Semoran Boulevard                                                                              Orlando
  77    3668 & 3720 West Anthem Way                                                                               Anthem
  78    3650 Route 9W                                                                                             Highland
  79    275 Forest Avenue                                                                                         Paramus
  80    548 Contra Costa Boulevard                                                                                Pleasant Hill
  81    7111 Washington Avenue                                                                                    Racine
  82    2525 Cal Young Road                                                                                       Eugene
  83    450 Stonewall Street                                                                                      Atlanta
  84    22117 Southeast 237th Street                                                                              Maple Valley
  85    443-455 John Ringling Boulevard                                                                           Sarasota
  86    1279 Highway 54                                                                                           Fayetteville
  87    8601 South Orange Blossom Trail                                                                           Orlando
  88    2558 Shallowford Road                                                                                     Atlanta
  89    12601, 12607, 12615 Artesia Boulevard                                                                     Cerritos
  90    5901-5999 Severin Drive                                                                                   La Mesa
  91    2959 Canton Road                                                                                          Marietta
  92    24510 Town Center Drive                                                                                   Valencia
  93    10501 Gateway West                                                                                        El Paso
  94    4912 Alpine Ridge Drive                                                                                   Columbia
  95    6621-6665 Owens Drive                                                                                     Pleasanton
  96    7373 & 7375 Peak Drive                                                                                    Las Vegas
  97    403-439 West Main Street                                                                                  Merced
  98    455 Racine Drive                                                                                          Wilmington
  99    1200 North Main Street                                                                                    Bishop
  100   9670 Baltimore Avenue                                                                                     College Park
  101   802 134th Street Southwest                                                                                Everett
  102   4212 -4216 West Wendover Road                                                                             Greensboro
  103   5401 South Beethoven Street                                                                               Los Angeles
  104   9537 Bridgeville Center Road                                                                              Bridgeville
  105   11812 Carolina Place Parkway                                                                              Pineville
  106   646 Canyon Road                                                                                           Novato
  107   10824 North Central Expressway                                                                            Dallas
  108   18 Broadway Road                                                                                          Pemberton Township
  109   6095 Professional Parkway                                                                                 Douglasville
  110   1417 North H Street                                                                                       Lompoc
  111   444 Presidio Avenue                                                                                       San Francisco
  112   3207-3215 Kirnwood Dtrive                                                                                 Dallas
  113   18227 NE 4th Court                                                                                        North Miami Beach
  114   9960 West Flamingo Road                                                                                   Las Vegas
  115   4800 Bear Road                                                                                            Liverpool
  116   3527-3535 California Street                                                                               San Francisco
  117   8527-8553 IH 45 South                                                                                     Houston
  118   5422 Forest Drive                                                                                         Columbia
  119   992 Stevens Creek Road                                                                                    Augusta
  120   218-220 Huttleston Avenue                                                                                 Fairhaven
  121   2775 Broadway                                                                                             Cheektowaga
  122   1001 East Fern Avenue                                                                                     McAllen
  123   6200 Coors Boulevard Northwest                                                                            Albuquerque
  124   1401-1405 South El Camino Real                                                                            Oceanside
  125   5454 Amboy Road                                                                                           Staten Island
  126   1030 East Highway 377                                                                                     Granbury
  127   2396 Court Plaza Drive                                                                                    Virginia Beach
  128   11177 South Dransfeldt Road                                                                               Parker
  129   2540 Davie Road                                                                                           Davie
  130   851 Galleria Boulevard                                                                                    Roseville
  131   8940 & 8960 West Bell Road                                                                                Peoria
  132   39-41 North Fullerton Avenue                                                                              Montclair
  133   9819 - 9889 Foothill Boulevard                                                                            Rancho Cucamonga
  134   5623-5725 Dixie Highway                                                                                   Waterford
  135   4529 West Ocotillo Road                                                                                   Glendale
  136   3333 Fairhaven Drive                                                                                      Lafayette
  137   2901 Williamsburg Road                                                                                    Richmond
  138   4616 North 51st Avenue                                                                                    Phoenix
  139   4411 Northside Drive                                                                                      Macon
  140   1351 Baseline Road                                                                                        Roseville
  141   3403 & 3421 East Plaza Boulevard                                                                          National City
  142   110, 112, 114, and 212 North 12th Avenue                                                                  Hanford
  143   10200 Sepulveda Boulevard                                                                                 Mission Hills
  144   600 C.W. Stevens Boulevard                                                                                Grayson
  145   1654 South Marion Avenue                                                                                  Springfield
  146   3204 & 3260 North Academy Boulevard                                                                       Colorado Springs
  147   2960 North Martin Avenue                                                                                  Springfield
  148   8540 Argyle Forest Boulevard                                                                              Jacksonville
  149   7475 Clairemont Mesa Boulevard                                                                            San Diego
  150   900 Westpark Drive                                                                                        Peachtree City
  151   3401 Airline Boulevard                                                                                    Portsmouth
  152   6011-6029 Groveport Road                                                                                  Groveport
  153   15651 Imperial Highway                                                                                    La Mirada
  154   201 North Canal Boulevard                                                                                 Thibodoux
  155   4 Riverside Avenue & 10 North Main Street                                                                 Bristol
  156   1710 Tipton Street                                                                                        Seymour
  157   11911-41 Southwest Freeway                                                                                Stafford
  158   1015 West Pinhook Road                                                                                    Lafayette
  159   1913 Sherman Street                                                                                       Alameda
  160   1500 McGowen Street                                                                                       Houston
  161   501 West Main Street                                                                                      Merced
  162   2250 West Glendale Avenue                                                                                 Phoenix
  163   240 Sparta Road                                                                                           North Wilkesboro
  164   360 - 370 East Avenue                                                                                     Rochester
  165   10188 South Redwood Road                                                                                  South Jordan
  166   3760 Peachtree Crest Drive                                                                                Duluth
  167   10201-10261 Stirling Road                                                                                 Cooper City
  168   5830 South Sherwood Forest Boulevard                                                                      Baton Rouge
  169   47 Louise Street                                                                                          San Rafael






                                                                      CUTOFF BALANCE       ORIGINAL                 IO MONTHLY
LOAN #       COUNTY          STATE                    ZIP CODE         (12/1/2005)         BALANCE                 DEBT SERVICE

   1         Various         Various                  Various         208,000,000.00    208,000,000.00              908,579.63
 1.01        CA              Riverside                 92592           27,442,257.15     27,442,257.15
 1.02        NV              Clark                     89014           24,545,976.71     24,545,976.71
 1.03        NC              Forsyth                   27127           19,839,521.00     19,839,521.00
 1.04        FL              Palm Beach                33467           19,477,485.95     19,477,485.95
 1.05        FL              Bay                       32405           16,834,630.05     16,834,630.05
 1.06        NY              Livingston                14454           13,322,890.01     13,322,890.01
 1.07        MI              Washtenaw                 48197           11,512,714.74     11,512,714.74
 1.08        TN              Franklin                  37398            9,666,335.96      9,666,335.96
 1.09        GA              Houston                   31069            9,268,097.40      9,268,097.40
 1.10        KY              Laurel                    40741            8,290,602.75      8,290,602.75
 1.11        SC              Charleston                29412            8,254,399.25      8,254,399.25
 1.12        NY              Onondaga                  13090            7,675,143.16      7,675,143.16
 1.13        GA              Sumter                    31709            7,095,887.07      7,095,887.07
 1.14        PA              Lancaster                 17603            6,227,002.94      6,227,002.94
 1.15        GA              Crisp                     31015            5,376,220.56      5,376,220.56
 1.16        WV              Wood                      26101            5,321,915.30      5,321,915.30
 1.17        FL              Duval                     32221            4,706,455.71      4,706,455.71
 1.18        IN              Marion                    46268            3,142,464.28      3,142,464.28
   2         Various         Various                  Various         160,490,000.00    160,490,000.00              707,488.77
 2.01        FL              Orange                    32821           35,960,099.48     35,960,099.48
 2.02        FL              Monroe                    33040           31,094,462.34     31,094,462.34
 2.03        MN              Hennepin                  55305           19,842,676.46     19,842,676.46
 2.04        UT              Salt Lake                 84121           14,444,860.26     14,444,860.26
 2.05        KS              Johnson                   66211           12,544,220.75     12,544,220.75
 2.06        MD              Anne Arundel              21401           12,316,144.01     12,316,144.01
 2.07        CA              Riverside                 92211           11,251,785.88     11,251,785.88
 2.08        CA              Riverside                 92211           11,175,760.30     11,175,760.30
 2.09        NC              Mecklenburg               28262            6,386,148.74      6,386,148.74
 2.10        NC              Durham                    27703            5,473,841.78      5,473,841.78
   3         CA              Los Angeles               91210          153,635,945.69    154,000,000.00
   4         LA              Bossier                   71111          128,000,000.00    128,000,000.00              555,124.44
   5         NC              Guilford                  27260          100,000,000.00    100,000,000.00              421,608.80
   6         Various         Various                  Various          99,000,000.00     99,000,000.00              430,776.04
 6.01        TX              Harris                    77477           10,082,656.83     10,082,656.83
 6.02        TX              Harris                    77070            9,790,405.90      9,790,405.90
 6.03        VA              Virginia Beach            23454            9,644,280.44      9,644,280.44
 6.04        VA              Henrico                   23294            8,329,151.29      8,329,151.29
 6.05        WV              Marshall                  26041            8,036,900.37      8,036,900.37
 6.06        WI              Milwaukee                 53223            7,963,837.64      7,963,837.64
 6.07        TX              San Patricio              78374            7,890,774.91      7,890,774.91
 6.08        TX              Brazoria                  77531            7,671,586.72      7,671,586.72
 6.09        IN              Marion                    43221            7,306,273.06      7,306,273.06
 6.10        AZ              Maricopa                  85204            7,160,147.60      7,160,147.60
 6.11        NJ              Mercer                    08620            6,210,332.10      6,210,332.10
 6.12        MI              Washtenaw                 48197            5,991,143.91      5,991,143.91
 6.13        MS              Hinds                     39211            2,922,509.23      2,922,509.23
   7         DE              New Castle                19801           97,293,655.41     97,500,000.00
   8         TX              Dallas                   Various          80,000,000.00     80,000,000.00              366,351.85
 8.01        TX              Dallas                    75206           29,386,265.00     29,386,265.00
 8.02        TX              Dallas                    75231           28,747,433.00     28,747,433.00
 8.03        TX              Dallas                    75243           21,866,302.00     21,866,302.00
   9         VA              Fairfax                   22182           68,000,000.00     68,000,000.00              283,591.48
 9.01        VA              Fairfax                   22182           41,742,574.26     41,742,574.26
 9.02        VA              Fairfax                   22182           26,257,425.74     26,257,425.74
  10         VA              Stafford                  22556           60,364,794.31     60,500,000.00
  11         Various         Various                  Various          53,653,085.69     53,733,309.79
 11.01       FL              Palm Beach                33406           13,555,662.84     13,575,931.77
 11.02       MD              Howard                    21045            9,568,703.18      9,583,010.66
 11.03       MI              Oakland                   48098            8,543,484.98      8,556,259.52
 11.04       TX              Dallas                    75063            8,258,702.15      8,271,050.87
 11.05       AR              Pulaski                   72211            3,873,046.53      3,878,837.65
 11.06       KY              McCracken                 42001            3,531,307.13      3,536,587.27
 11.07       MD              Frederick                 21702            3,531,307.13      3,536,587.27
 11.08       SC              Horry                     29575            2,790,871.76      2,795,044.78
  12         Various         Various                  Various          51,759,253.29     52,000,000.00
 12.01       TX              Harris                    77070            5,330,207.72      5,355,000.00
 12.02       TN              Shelby                    38133            4,509,027.26      4,530,000.00
 12.03       MN              Dakota                    55306            3,782,406.97      3,800,000.00
 12.04       OK              Oklahoma                  73139            3,722,684.76      3,740,000.00
 12.05       TX              Collin                    75093            3,608,217.18      3,625,000.00
 12.06       TX              Harris                    77092            3,593,286.62      3,610,000.00
 12.07       IN              Delaware                  47304            3,384,258.87      3,400,000.00
 12.08       TX              Fort Bend                 77477            3,324,536.65      3,340,000.00
 12.09       TX              Harris                    77042            3,284,721.84      3,300,000.00
 12.10       TX              Harris                    77070            2,936,342.25      2,950,000.00
 12.11       TN              Shelby                    38133            2,587,962.66      2,600,000.00
 12.12       IL              Will                      60431            2,587,962.66      2,600,000.00
 12.13       TX              Galveston                 77591            2,498,379.34      2,510,000.00
 12.14       MN              Dakota                    55306            2,468,518.23      2,480,000.00
 12.15       IA              Woodbury                  51106            2,140,046.05      2,150,000.00
 12.16       TX              Galveston                 77591            2,000,694.21      2,010,000.00
  13         AZ              Maricopa                  85040           51,000,000.00     51,000,000.00              225,793.06
  14         Various         Various                  Various          49,120,000.00     49,120,000.00              222,989.45
 14.01       PA              Cumberland                17011           25,860,000.00     25,860,000.00
 14.02       MI              Oakland                   48326           11,920,000.00     11,920,000.00
 14.03       CA              Sacramento                95670           11,340,000.00     11,340,000.00
  15         CO              Adams                     80031           47,000,000.00     47,000,000.00              205,304.05
  16         NY              New York                  10025           41,556,310.25     41,700,000.00
  17         NY              Queens                    11101           40,000,000.00     40,000,000.00              209,165.28
  18         OR              Lane                      97401           35,000,000.00     35,000,000.00              147,858.80
  19         CA              San Diego                Various          34,876,967.02     35,000,000.00
 19.01       CA              San Diego                 92101           24,912,119.30     25,000,000.00
 19.02       CA              San Diego                 92037            9,964,847.72     10,000,000.00
  20         CA              Contra Costa              94509           33,500,000.00     33,500,000.00              146,560.17
  21         TX              Dallas                    75080           31,709,070.93     31,900,000.00
  22         IL              DuPage                    60523           28,750,000.00     28,750,000.00              127,697.92
  23         OH              Summit                    44308           26,945,399.74     27,000,000.00
  24         Various         Various              Various              26,081,679.76     26,270,000.00
 24.01       TX              Harris                    77082            6,890,658.55      6,940,411.89
 24.02       TN              Shelby                    38115            2,217,595.01      2,233,606.94
 24.03       AZ              Maricopa                  85308            1,688,134.61      1,700,323.62
 24.04       FL              Hillsborough              33612            1,642,094.58      1,653,951.16
 24.05       MO              Jackson                   64050            1,611,401.22      1,623,036.19
 24.06       CT              New Haven                 06477            1,511,647.81      1,522,562.52
 24.07       GA              Chatham                   31405            1,503,974.47      1,514,833.77
 24.08       OH              Franklin                  43229            1,350,507.69      1,360,258.90
 24.09       LA              Jefferson                 70053            1,304,467.65      1,313,886.44
 24.10       AL              Tuscaloosa                35405            1,304,467.65      1,313,886.44
 24.11       TX              Tom Green                 76903            1,081,940.82      1,089,752.87
 24.12       CT              Hartford                  06120              920,800.70        927,449.25
 24.13       KS              Shawnee                   66609              844,067.31        850,161.81
 24.14       NJ              Bergen                    07662              844,067.31        850,161.81
 24.15       ID              Bannock                   83201              621,540.47        626,028.24
 24.16       OH              Butler                    45042              414,360.31        417,352.16
 24.17       CA              Orange                    92805              329,953.58        332,335.98
  25         CA              Los Angeles               90403           26,000,000.00     26,000,000.00              117,965.97
  26         Various         Various              Various              25,799,715.65     25,986,000.00
 26.01       NY              Westchester               10701            5,276,161.28      5,314,257.29
 26.02       PA              Allegheny                 15236            2,488,351.74      2,506,318.64
 26.03       PA              Allegheny                 15108            1,789,616.87      1,802,538.62
 26.04       TX              El Paso                   79904            1,753,967.13      1,766,631.48
 26.05       CA              San Bernardino            92335            1,347,560.11      1,357,290.04
 26.06       MI              Wayne                     48217            1,329,735.24      1,339,336.47
 26.07       TX              Harris                    77092            1,319,040.32      1,328,564.32
 26.08       TX              Nueces                    78415            1,247,740.84      1,256,750.03
 26.09       PA              Washington                15301            1,176,441.37      1,184,935.75
 26.10       TN              Shelby                    38114            1,140,791.63      1,149,028.60
 26.11       MA              Hampden                   01085            1,076,622.10      1,084,395.74
 26.12       NH              Grafton                   03766            1,055,232.26      1,062,851.46
 26.13       CA              Alameda                   94550            1,012,452.57      1,019,762.89
 26.14       WA              Thurston                  98506              891,243.46        897,678.60
 26.15       OH              Hamilton                  45206              741,514.56        746,868.59
 26.16       AL              Jefferson                 35215              520,486.18        524,244.30
 26.17       KS              Sedgwick                  67218              406,407.02        409,341.44
 26.18       NE              Hall                      68801              335,107.54        337,527.15
 26.19       TX              Gregg                     75601              320,847.65        323,164.29
 26.20       PA              Columbia                  17815              303,022.78        305,210.72
 26.21       GA              Bibb                      31211              267,373.04        269,303.58
  27         Various         Various              Various              25,600,156.55     25,785,000.00
 27.01       FL              Miami-Dade                33132            4,978,422.84      5,014,369.06
 27.02       CA              Los Angeles               93534            3,318,948.56      3,342,912.71
 27.03       CT              Fairfield                 06610            1,932,365.61      1,946,318.06
 27.04       MA              Norfolk                   02188            1,770,105.90      1,782,886.78
 27.05       AL              Mobile                    36608            1,511,965.45      1,522,882.45
 27.06       FL              Lake                      34788            1,342,330.31      1,352,022.47
 27.07       GA              Muscogee                  31907            1,298,077.66      1,307,450.30
 27.08       MA              Suffolk                   02136            1,246,449.57      1,255,449.44
 27.09       MA              Norfolk                   02062            1,194,821.48      1,203,448.57
 27.10       TX              Harris                    77022            1,003,060.01      1,010,302.51
 27.11       AL              Mobile                    36604              995,684.57      1,002,873.81
 27.12       GA              Richmond                  30909              940,368.76        947,158.60
 27.13       OR              Douglas                   97470              892,428.39        898,872.08
 27.14       PA              Westmoreland              15601              833,424.86        839,442.52
 27.15       AL              Jefferson                 35208              663,789.71        668,582.54
 27.16       TX              Bexar                     78222              590,035.30        594,295.59
 27.17       TX              Nueces                    78411              590,035.30        594,295.59
 27.18       FL              Escambia                  32505              497,842.28        501,436.91
  28         KY              Jefferson                 40202           25,500,000.00     25,500,000.00              117,851.91
  29         CT              Fairfield                 06830           25,000,000.00     25,000,000.00              105,972.51
 29.01       CT              Fairfield                 06830            8,487,654.32      8,487,654.32
 29.02       CT              Fairfield                 06830            7,716,049.38      7,716,049.38
 29.03       CT              Fairfield                 06830            5,144,032.92      5,144,032.92
 29.04       CT              Fairfield                 06830            3,652,263.37      3,652,263.37
  30         NY              Nassau                    11783           24,000,000.00     24,000,000.00              101,490.28
  31         NJ              Various                  Various          23,749,951.90     23,800,000.00
 31.01       NJ              Middlesex                 08857           11,874,975.95     11,900,000.00
 31.02       NJ              Union                     07088           11,874,975.95     11,900,000.00
  32         AZ              Maricopa                  85022           23,360,000.00     23,360,000.00              101,053.63
  33         VA              Prince William            22192           23,200,000.00     23,200,000.00              107,104.52
  34         LA              Baton Rouge               70810           22,400,000.00     22,400,000.00              103,524.82
  35         CA              San Diego                 92025           21,500,000.00     21,500,000.00               94,460.65
  36         NY              New York                  10038           21,000,000.00     21,000,000.00               87,650.69
  37         CA              Los Angeles               91436           20,960,000.00     20,960,000.00               88,032.73
  38         CA              Ventura                   91362           20,500,000.00     20,500,000.00               90,171.05
  39         NV              Clark                     89031           20,400,000.00     20,400,000.00               91,006.67
  40         NJ              Bergen                    07024           20,000,000.00     20,000,000.00               78,153.94
  41         UT              Utah                      84602           20,000,000.00     20,000,000.00               90,405.09
  42         MN              Hennepin                  55391           19,978,618.72     20,000,000.00
  43         NY              Westchester               10605           19,500,000.00     19,500,000.00               87,156.42
  44         WA              Thurston                  98502           19,400,000.00     19,400,000.00               85,447.34
  45         AL              Shelby                    35242           18,200,000.00     18,200,000.00               85,098.06
  46         MO              Saint Louis City          63108           17,430,000.00     17,430,000.00
  47         NV              Clark                     89148           16,705,000.00     16,705,000.00               76,216.56
  48         MN              Hennepin                  55391           16,540,898.53     16,560,000.00
  49         GA              Gwinnett                 Various          16,500,000.00     16,500,000.00               73,747.74
 49.01       GA              Gwinnett                  30092           10,170,258.62     10,170,258.62
 49.02       GA              Gwinnett                  30071            6,329,741.38      6,329,741.38
  50         IN              Hamilton                  46032           16,243,943.68     16,280,000.00
  51         WA              King                      98029           15,967,229.77     16,000,000.00
  52         Various         Various                  Various          15,870,000.00     15,870,000.00               74,552.26
 52.01       NY              Erie                      14221            7,817,734.00      7,817,734.00
 52.02       NY              Erie                      14221            3,127,094.00      3,127,094.00
 52.03       TN              Davidson                  37228            2,736,207.00      2,736,207.00
 52.04       NY              Erie                      14221            2,188,965.00      2,188,965.00
  53         RI              Kent                      02886           15,453,306.28     15,500,000.00
  54         CA              San Bernardino            91730           15,400,000.00     15,400,000.00               71,693.77
  55         NV              Clark                     89074           15,166,002.53     15,200,000.00
  56         CA              Solano                    94534           15,000,000.00     15,000,000.00               65,902.78
  57         WI              Kenosha                   53158           15,000,000.00     15,000,000.00               67,423.61
  58         CA              Various                  Various          14,970,265.93     15,000,000.00
 58.01       CA              Los Angeles               90670            8,499,817.00      8,516,699.41
 58.02       CA              Orange                    90620            4,705,781.04      4,715,127.70
 58.03       CA              Imperial                  92243            1,764,667.89      1,768,172.89
  59         CA              San Diego                 92014           14,950,000.00     14,950,000.00               71,064.06
  60         FL              Lee                       33912           14,025,000.00     14,025,000.00               62,804.08
  61         CA              Sacramento                95823           13,500,000.00     13,500,000.00               65,289.38
  62         CA              Orange                    92780           13,484,630.19     13,500,000.00
 62.01       CA              Orange                    92780           10,488,045.70     10,500,000.00
 62.02       CA              Orange                    92780            2,996,584.49      3,000,000.00
  63         CA              Orange                    92692           13,000,000.00     13,000,000.00               56,676.39
  64         CT              Litchfield                06795           12,883,074.84     13,000,000.00
  65         NY              Westchester               10710           11,926,846.20     12,000,000.00
  66         CA              San Diego                 91910           11,900,000.00     11,900,000.00               54,002.17
  67         AZ              Maricopa                  85233           11,650,000.00     11,650,000.00               50,593.90
  68         CA              San Bernardino            92392           11,500,000.00     11,500,000.00               53,556.99
  69         LA              Ouachita Parish           71203           11,500,000.00     11,500,000.00               53,731.89
  70         GA              Carroll                   30180           11,000,000.00     11,000,000.00               47,864.01
  71         CA              Los Angeles               90028           11,000,000.00     11,000,000.00               51,767.48
  72         NJ              Middlesex                 08854           10,966,126.51     11,000,000.00
  73         KS              Wyandotte                 66103           10,880,000.00     10,880,000.00               46,974.15
  74         MA              Worcester                 01520           10,875,000.00     10,875,000.00               50,444.14
  75         CO              Arapahoe                  80017           10,820,000.00     10,820,000.00               48,909.16
  76         FL              Orange                    32822           10,788,223.20     10,800,000.00
  77         AZ              Maricopa                  85086           10,765,587.83     10,800,000.00
  78         NY              Ulster                    12528           10,000,000.00     10,000,000.00               41,273.73
  79         NJ              Bergen                    07652            9,511,593.40      9,550,000.00
  80         CA              Contra Costa              94523            9,419,423.35      9,430,000.00
  81         WI              Racine                    53406            9,186,789.51      9,200,000.00
  82         OR              Lane                      97401            9,137,761.03      9,200,000.00
  83         GA              Fulton                    30313            8,990,600.78      9,010,000.00
  84         WA              King                      98038            8,981,578.65      9,000,000.00
  85         FL              Sarasota                  34326            8,800,000.00      8,800,000.00               39,778.24
  86         GA              Fayette                   30214            8,072,422.63      8,100,000.00
  87         FL              Orange                    32809            8,025,204.79      8,050,000.00
  88         GA              DeKalb                    30345            8,000,000.00      8,000,000.00               34,384.35
  89         CA              Los Angeles               90703            7,750,000.00      7,750,000.00               34,246.21
  90         CA              San Diego                 91942            7,184,359.55      7,200,000.00
  91         GA              Cobb                      30066            7,111,954.23      7,120,000.00
  92         CA              Los Angeles               91355            7,075,827.26      7,100,000.00
  93         TX              El Paso                   79925            7,000,000.00      7,000,000.00               33,374.69
  94         MO              Boone                     65202            7,000,000.00      7,000,000.00               31,523.50
  95         CA              Alameda                   94588            6,984,953.98      7,000,000.00
  96         NV              Clark                     89128            6,800,000.00      6,800,000.00               30,019.56
  97         CA              Merced                    95340            6,777,447.19      6,800,000.00
  98         NC              New Hanover               28403            6,700,000.00      6,700,000.00               28,304.40
  99         CA              Inyo                      93514            6,627,944.69      6,650,000.00
  100        MD              Prince Georges            20740            6,490,438.58      6,500,000.00
  101        WA              Snohomish                 98204            6,400,000.00      6,400,000.00               28,102.30
  102        NC              Guilford                  27407            6,400,000.00      6,400,000.00               28,659.26
  103        CA              Los Angeles               90066            6,386,883.43      6,400,000.00
  104        DE              Sussex                    19933            6,380,847.60      6,400,000.00
  105        NC              Mecklenburg               28134            6,325,362.83      6,400,000.00
  106        CA              Marin                     94947            6,309,742.31      6,380,000.00
  107        TX              Dallas                    75231            6,236,085.00      6,250,000.00
  108        NJ              Burlington                08015            6,178,335.37      6,200,000.00
  109        GA              Douglas                   30134            6,079,809.69      6,100,000.00
  110        CA              Santa Barbara             93436            6,073,012.41      6,100,000.00
  111        CA              San Francisco             94115            5,975,897.96      6,000,000.00
  112        TX              Dallas                    75237            5,920,832.15      5,940,000.00
  113        FL              Miami-Dade                33162            5,600,000.00      5,600,000.00               25,644.63
  114        NV              Clark                     89147            5,525,000.00      5,525,000.00               23,153.84
  115        NY              Onondaga                  13088            5,477,644.47      5,500,000.00
  116        CA              San Francisco             94118            5,400,000.00      5,400,000.00               23,610.94
  117        TX              Harris                    77017            5,357,102.56      5,375,000.00
  118        SC              Richland                  29206            5,325,000.00      5,325,000.00               25,375.10
  119        GA              Richmond                  30907            5,194,570.88      5,200,000.00
  120        MA              Bristol                   02719            5,189,393.18      5,200,000.00
  121        NY              Erie                      14227            5,100,000.00      5,100,000.00               25,121.63
  122        TX              Hidalgo                   78501            4,994,129.82      5,000,000.00
  123        NM              Bernalillo                87120            4,990,000.00      4,990,000.00               23,791.38
  124        CA              San Diego                 92054            4,989,154.62      5,000,000.00
  125        NY              Richmond                  10312            4,869,465.32      4,875,000.00
  126        TX              Hood                      76048            4,834,813.99      4,840,000.00
  127        VA              Virginia Beach City       23456            4,794,877.21      4,800,000.00
  128        CO              Douglas                   80134            4,750,000.00      4,750,000.00               21,699.97
  129        FL              Broward                   33317            4,686,472.57      4,700,000.00
  130        CA              Placer                    95678            4,640,794.47      4,650,000.00
  131        AZ              Maricopa                  85382            4,550,000.00      4,550,000.00               21,028.48
  132        NJ              Essex                     07042            4,490,496.66      4,500,000.00
  133        CA              San Bernardino            91730            4,490,384.83      4,500,000.00
  134        MI              Oakland                   48329            4,481,149.30      4,500,000.00
  135        AZ              Maricopa                  85301            4,350,000.00      4,350,000.00               20,251.16
  136        IN              Tippecanoe                47909            4,320,000.00      4,320,000.00               19,053.00
  137        VA              Henrico                   23231            4,300,000.00      4,300,000.00               19,364.43
  138        AZ              Maricopa                  85031            4,250,000.00      4,250,000.00               19,282.90
  139        GA              Bibb                      31210            4,200,000.00      4,200,000.00               18,878.61
  140        CA              Placer                    95747            4,191,630.89      4,200,000.00
  141        CA              San Diego                 91950            4,000,000.00      4,000,000.00               17,607.87
  142        CA              Kings                     93230            3,995,479.91      4,000,000.00
  143        CA              Los Angeles               91345            3,895,467.83      3,900,000.00
  144        KY              Carter                    41143            3,886,801.80      3,900,000.00
  145        MO              Greene                    65807            3,528,044.17      3,540,000.00
  146        CO              El Paso                   80917            3,500,000.00      3,500,000.00               15,007.67
  147        MO              Greene                    65803            3,243,942.37      3,250,000.00
  148        FL              Duval                     32244            3,219,265.74      3,230,000.00
  149        CA              San Diego                 92111            3,170,000.00      3,170,000.00               14,972.01
  150        GA              Fayette                   30269            3,029,937.96      3,040,000.00
  151        VA              Portsmouth City           23701            2,990,604.87      3,000,000.00
  152        OH              Franklin                  43125            2,900,000.00      2,900,000.00               12,692.20
  153        CA              Los Angeles               90638            2,750,000.00      2,750,000.00               11,966.00
  154        LA              Lafourche Parish          70301            2,744,388.21      2,750,000.00
  155        CT              Hartford                  06010            2,641,251.86      2,650,000.00
  156        IN              Jackson                   47274            2,497,186.54      2,500,000.00
  157        TX              Fort Bend                 77477            2,437,893.00      2,445,000.00
  158        LA              Lafayette                 70503            2,346,737.35      2,350,000.00
  159        CA              Alameda                   94501            2,250,000.00      2,250,000.00               10,672.45
  160        TX              Harris                    77004            2,247,558.02      2,250,000.00
  161        CA              Merced                    95340            2,157,626.85      2,160,000.00
  162        AZ              Maricopa                  85021            2,125,000.00      2,125,000.00                9,246.46
  163        NC              Wilkes                    28659            2,091,203.33      2,100,000.00
  164        NY              Monroe                    14604            2,000,000.00      2,000,000.00                9,953.01
  165        UT              Salt Lake                 84095            1,993,231.69      2,000,000.00
  166        GA              Gwinnett                  30097            1,794,866.09      1,800,000.00
  167        FL              Broward                   33328            1,584,726.64      1,590,000.00
  168        LA              East Baton Rouge          70816            1,346,075.90      1,350,000.00
  169        CA              Marin                     94901              299,241.66        300,000.00






                                                                                  PRIMARY        MASTER     TRUSTEE &  BROKER
                     IO ANNUAL      MONTHLY P&I      ANNUAL P&I      INTEREST   SERVICING     SERVICING        PAYING   STRIP
   LOAN #         DEBT SERVICE     DEBT SERVICE    DEBT SERVICE      RATE (%)    FEE RATE      FEE RATE     AGENT FEE   RATE

      1          10,902,955.56                                        5.1700     0.01000       0.02000       0.00060
    1.01
    1.02
    1.03
    1.04
    1.05
    1.06
    1.07
    1.08
    1.09
    1.10
    1.11
    1.12
    1.13
    1.14
    1.15
    1.16
    1.17
    1.18
      2           8,489,865.27       958,657.90   11,503,894.80       5.2175     0.01000       0.02000       0.00060
    2.01
    2.02
    2.03
    2.04
    2.05
    2.06
    2.07
    2.08
    2.09
    2.10
      3                              788,551.68    9,462,620.18       4.6496     0.02000       0.02000       0.00060
      4           6,661,493.33       697,573.52    8,370,882.24       5.1330     0.01000       0.02000       0.00060
      5           5,059,305.56                                        4.9900     0.00000       0.02000       0.00060
      6           5,169,312.50                                        5.1500     0.01000       0.02000       0.00060
    6.01
    6.02
    6.03
    6.04
    6.05
    6.06
    6.07
    6.08
    6.09
    6.10
    6.11
    6.12
    6.13
      7                              543,239.88    6,518,878.56       5.3300     0.01000       0.02000       0.00060
      8           4,396,222.22       450,223.90    5,402,686.80       5.4200     0.01000       0.02000       0.00060
    8.01
    8.02
    8.03
      9           3,403,097.78       362,383.59    4,348,603.08       4.9360     0.01000       0.02000       0.00060
    9.01
    9.02
     10                              327,444.49    3,929,333.88       5.0720     0.01000       0.02000       0.00060
     11                              374,727.42    4,496,729.04       6.5770     0.01000       0.02000       0.00060
    11.01
    11.02
    11.03
    11.04
    11.05
    11.06
    11.07
    11.08
     12                              315,609.77    3,787,317.24       5.3800     0.01000       0.02000       0.00060
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
     13           2,709,516.67       281,308.09    3,375,697.08       5.2400     0.00000       0.02000       0.00060
     14           2,675,873.40       274,996.63    3,299,959.56       5.3730     0.01000       0.02000       0.00060
    14.01
    14.02
    14.03
     15           2,463,648.61                                        5.1700     0.01000       0.02000       0.00060
     16                              225,130.61    2,701,567.32       5.0500     0.03000       0.02000       0.00060
     17           2,509,983.33       250,837.89    3,010,054.68       6.1890     0.01000       0.02000       0.00060
     18           1,774,305.56                                        5.0000     0.03000       0.02000       0.00060
     19                              186,819.50    2,241,834.00       4.9500     0.01000       0.02000       0.00060
    19.01
    19.02
     20           1,758,722.08       183,497.13    2,201,965.56       5.1780     0.01000       0.02000       0.00060
     21                              195,513.08    2,346,156.96       5.4800     0.01000       0.02000       0.00060
     22           1,532,375.00                                        5.3300     0.01000       0.02000       0.00060
     23                              154,015.27    1,848,183.24       5.5420     0.00000       0.02000       0.00060
     24                              164,188.47    1,970,261.64       5.6820     0.01000       0.02000       0.00060
    24.01
    24.02
    24.03
    24.04
    24.05
    24.06
    24.07
    24.08
    24.09
    24.10
    24.11
    24.12
    24.13
    24.14
    24.15
    24.16
    24.17
     25           1,415,591.67       145,511.49    1,746,137.88       5.3700     0.01000       0.02000       0.00060
     26                              162,413.46    1,948,961.52       5.6820     0.01000       0.02000       0.00060
    26.01
    26.02
    26.03
    26.04
    26.05
    26.06
    26.07
    26.08
    26.09
    26.10
    26.11
    26.12
    26.13
    26.14
    26.15
    26.16
    26.17
    26.18
    26.19
    26.20
    26.21
     27                              161,157.20    1,933,886.40       5.6820     0.01000       0.02000       0.00060
    27.01
    27.02
    27.03
    27.04
    27.05
    27.06
    27.07
    27.08
    27.09
    27.10
    27.11
    27.12
    27.13
    27.14
    27.15
    27.16
    27.17
    27.18
     28           1,414,222.92       144,306.59    1,731,679.08       5.4700     0.01000       0.02000       0.00060
     29           1,271,670.14       134,465.27    1,613,583.24       5.0170     0.01000       0.02000       0.00060
    29.01
    29.02
    29.03
    29.04
     30           1,217,883.33       128,910.54    1,546,926.48       5.0050     0.01000       0.02000       0.00060
     31                              133,050.68    1,596,608.16       5.3600     0.01000       0.02000       0.00060
    31.01
    31.02
     32           1,212,643.56       127,120.30    1,525,443.60       5.1200     0.01000       0.02000       0.00060
     33           1,285,254.22       131,203.51    1,574,442.12       5.4640     0.01000       0.02000       0.00060
     34           1,242,297.78       126,763.43    1,521,161.16       5.4700     0.01000       0.02000       0.00060
     35           1,133,527.78       118,058.84    1,416,706.08       5.2000     0.01000       0.02000       0.00060
     36           1,051,808.33                                        4.9400     0.01000       0.02000       0.00060
     37           1,056,392.73       112,146.62    1,345,759.44       4.9710     0.01000       0.02000       0.00060
     38           1,082,052.64       112,643.73    1,351,724.76       5.2060     0.01000       0.02000       0.00060
     39           1,092,080.00       113,028.91    1,356,346.92       5.2800     0.01000       0.02000       0.00060
     40             937,847.22                                        4.6250     0.01000       0.02000       0.00060
     41           1,084,861.11                                        5.3500     0.03000       0.02000       0.00060
     42                              115,131.28    1,381,575.36       5.6250     0.01000       0.02000       0.00060
     43           1,045,877.08       111,365.68    1,336,388.16       5.2900     0.01000       0.02000       0.00060
     44           1,025,368.14       106,683.36    1,280,200.32       5.2130     0.01000       0.02000       0.00060
     45           1,021,176.72       103,726.18    1,244,714.16       5.5340     0.01000       0.02000       0.00060
     46                              103,105.03    1,237,260.36       5.8750     0.01000       0.02000       0.00060
     47             914,598.75        93,803.72    1,125,644.64       5.4000     0.01000       0.02000       0.00060
     48                               91,137.47    1,093,649.64       5.2200     0.01000       0.02000       0.00060
     49             884,972.92        91,522.83    1,098,273.96       5.2900     0.01000       0.02000       0.00060
    49.01
    49.02
     50                               88,542.34    1,062,508.08       5.1150     0.00000       0.02000       0.00060
     51                               90,675.66    1,088,107.92       5.4830     0.01000       0.02000       0.00060
     52             894,627.17        90,706.44    1,088,477.28       5.5600     0.01000       0.02000       0.00060
    52.01
    52.02
    52.03
    52.04
     53                               90,050.49    1,080,605.88       5.7090     0.01000       0.02000       0.00060
     54             860,325.28        87,536.15    1,050,433.80       5.5100     0.03000       0.02000       0.00060
     55                               82,229.75      986,757.00       5.0680     0.01000       0.02000       0.00060
     56             790,833.33        82,366.63      988,399.56       5.2000     0.01000       0.02000       0.00060
     57             809,083.33                                        5.3200     0.01000       0.02000       0.00060
     58                               86,433.71    1,037,204.52       5.6340     0.01000       0.02000       0.00060
    58.01
    58.02
    58.03
     59             852,768.76        86,070.07    1,032,840.84       5.6260     0.01000       0.02000       0.00060
     60             753,648.96        77,881.48      934,577.76       5.3000     0.03000       0.02000       0.00060
     61             783,472.50        78,559.50      942,714.00       5.7240     0.01000       0.02000       0.00060
     62                               74,882.31      898,587.72       5.2900     0.01000       0.02000       0.00060
    62.01
    62.02
     63             680,116.67        71,063.53      852,762.36       5.1600     0.01000       0.02000       0.00060
     64                               89,058.63    1,068,703.56       5.4500     0.01000       0.02000       0.00060
     65                               72,761.79      873,141.48       5.3700     0.03000       0.02000       0.00060
     66             648,026.07        66,606.91      799,282.92       5.3710     0.01000       0.02000       0.00060
     67             607,126.81        63,540.30      762,483.60       5.1400     0.01000       0.02000       0.00060
     68             642,683.89        65,382.34      784,588.08       5.5120     0.01000       0.02000       0.00060
     69             644,782.64        65,512.36      786,148.32       5.5300     0.01000       0.02000       0.00060
     70             574,368.06        60,062.88      720,754.56       5.1500     0.01000       0.02000       0.00060
     71             621,209.72        62,940.75      755,289.00       5.5700     0.01000       0.02000       0.00060
     72                               63,169.50      758,034.00       5.6030     0.01000       0.02000       0.00060
     73             563,689.78        59,139.81      709,677.72       5.1100     0.01000       0.02000       0.00060
     74             605,329.69        61,678.84      740,146.08       5.4900     0.03000       0.02000       0.00060
     75             586,909.86        60,420.36      725,044.32       5.3500     0.03000       0.02000       0.00060
     76                               61,456.80      737,481.60       5.5200     0.01000       0.02000       0.00060
     77                               60,895.00      730,740.00       5.4370     0.01000       0.02000       0.00060
     78             495,284.72        52,981.54      635,778.48       4.8850     0.01000       0.02000       0.00060
     79                               54,764.34      657,172.08       5.5900     0.01000       0.02000       0.00060
     80                               52,775.90      633,310.80       5.3700     0.01000       0.02000       0.00060
     81                               59,455.82      713,469.84       6.0320     0.01000       0.02000       0.00060
     82                               63,285.63      759,427.56       5.5000     0.01000       0.02000       0.00060
     83                               49,747.97      596,975.64       5.2490     0.01000       0.02000       0.00060
     84                               51,021.98      612,263.76       5.4860     0.01000       0.02000       0.00060
     85             477,338.89        49,140.41      589,684.92       5.3500     0.03000       0.02000       0.00060
     86                               44,028.72      528,344.64       5.1100     0.01000       0.02000       0.00060
     87                               48,382.02      580,584.24       5.2800     0.01000       0.02000       0.00060
     88             412,612.22        43,372.10      520,465.20       5.0870     0.01000       0.02000       0.00060
     89             410,954.51        42,699.83      512,397.96       5.2300     0.01000       0.02000       0.00060
     90                               39,567.12      474,805.44       5.2070     0.01000       0.02000       0.00060
     91                               39,670.44      476,045.28       5.3300     0.01000       0.02000       0.00060
     92                               38,593.07      463,116.84       5.1100     0.01000       0.02000       0.00060
     93             400,496.25        40,375.54      484,506.48       5.6430     0.01000       0.02000       0.00060
     94             378,281.94        39,001.84      468,022.08       5.3300     0.03000       0.02000       0.00060
     95                               38,684.61      464,215.32       5.2570     0.01000       0.02000       0.00060
     96             360,234.72        37,444.63      449,335.56       5.2250     0.01000       0.02000       0.00060
     97                               37,507.75      450,093.00       5.2400     0.01000       0.02000       0.00060
     98             339,652.78                                        5.0000     0.01000       0.02000       0.00060
     99                               36,680.37      440,164.44       5.2400     0.01000       0.02000       0.00060
     100                              41,384.34      496,612.08       5.8750     0.01000       0.02000       0.00060
     101            337,227.56        35,131.24      421,574.88       5.1970     0.01000       0.02000       0.00060
     102            343,911.11        35,539.50      426,474.00       5.3000     0.01000       0.02000       0.00060
     103                              36,258.23      435,098.76       5.4800     0.03000       0.02000       0.00060
     104                              39,120.26      469,443.12       5.4525     0.01000       0.02000       0.00060
     105                              42,680.35      512,164.20       5.1250     0.01000       0.02000       0.00060
     106                              50,869.04      610,428.48       5.1250     0.01000       0.02000       0.00060
     107                              33,895.97      406,751.64       5.0900     0.03000       0.02000       0.00060
     108                              33,207.20      398,486.40       4.9800     0.03000       0.02000       0.00060
     109                              33,684.43      404,213.16       5.2500     0.01000       0.02000       0.00060
     110                              38,044.43      456,533.16       5.6600     0.01000       0.02000       0.00060
     111                              37,190.86      446,290.32       5.7750     0.01000       0.02000       0.00060
     112                              33,262.29      399,147.48       5.3750     0.01000       0.02000       0.00060
     113            307,735.56        31,515.67      378,188.04       5.4200     0.01000       0.02000       0.00060
     114            277,846.11        29,524.48      354,293.76       4.9600     0.01000       0.02000       0.00060
     115                              36,020.48      432,245.76       6.1730     0.01000       0.02000       0.00060
     116            283,331.25        29,568.65      354,823.80       5.1750     0.01000       0.02000       0.00060
     117                              30,350.25      364,203.00       5.4500     0.03000       0.02000       0.00060
     118            304,501.25        30,704.15      368,449.80       5.6400     0.03000       0.02000       0.00060
     119                              30,345.79      364,149.48       5.7500     0.01000       0.02000       0.00060
     120                              29,531.55      354,378.60       5.5020     0.01000       0.02000       0.00060
     121            301,459.58        33,594.83      403,137.96       5.8300     0.01000       0.02000       0.00060
     122                              27,224.35      326,692.20       5.1250     0.01000       0.02000       0.00060
     123            285,496.61        28,781.99      345,383.88       5.6430     0.01000       0.02000       0.00060
     124                              27,498.80      329,985.60       5.2140     0.01000       0.02000       0.00060
     125                              27,086.24      325,034.88       5.3050     0.01000       0.02000       0.00060
     126                              27,825.11      333,901.32       5.6130     0.00000       0.02000       0.00060
     127                              27,658.79      331,905.48       5.6340     0.01000       0.02000       0.00060
     128            260,399.62        26,693.47      320,321.64       5.4070     0.01000       0.02000       0.00060
     129                              29,378.00      352,536.00       5.6830     0.01000       0.02000       0.00060
     130                              26,812.08      321,744.96       5.6400     0.01000       0.02000       0.00060
     131            252,341.74        25,748.82      308,985.84       5.4700     0.01000       0.02000       0.00060
     132                              25,100.61      301,207.32       5.3400     0.01000       0.02000       0.00060
     133                              24,946.81      299,361.72       5.2850     0.01000       0.02000       0.00060
     134                              25,268.89      303,226.68       5.4000     0.03000       0.02000       0.00060
     135            243,013.96        24,726.12      296,713.44       5.5100     0.01000       0.02000       0.00060
     136            228,636.00        23,774.99      285,299.88       5.2200     0.01000       0.02000       0.00060
     137            232,373.19        23,958.27      287,499.24       5.3300     0.00000       0.02000       0.00060
     138            231,394.79        23,785.53      285,426.36       5.3700     0.01000       0.02000       0.00060
     139            226,543.33        23,374.99      280,499.88       5.3200     0.01000       0.02000       0.00060
     140                              24,137.81      289,653.72       5.6100     0.01000       0.02000       0.00060
     141            211,294.44        21,989.15      263,869.80       5.2100     0.00000       0.02000       0.00060
     142                              22,286.76      267,441.12       5.3300     0.03000       0.02000       0.00060
     143                              21,367.17      256,406.04       5.1800     0.01000       0.02000       0.00060
     144                              21,271.00      255,252.00       5.1400     0.01000       0.02000       0.00060
     145                              19,329.33      231,951.96       5.1500     0.01000       0.02000       0.00060
     146            180,092.01        18,949.51      227,394.12       5.0750     0.01000       0.02000       0.00060
     147                              19,306.06      231,672.72       5.9140     0.01000       0.02000       0.00060
     148                              17,796.19      213,554.28       5.2300     0.01000       0.02000       0.00060
     149            179,664.15        18,178.32      218,139.84       5.5900     0.00000       0.02000       0.00060
     150                              16,786.99      201,443.88       5.2500     0.01000       0.02000       0.00060
     151                              17,853.75      214,245.00       5.1800     0.03000       0.02000       0.00060
     152            152,306.39        15,888.41      190,660.92       5.1800     0.03000       0.02000       0.00060
     153            143,592.01        15,015.72      180,188.64       5.1500     0.01000       0.02000       0.00060
     154                              15,614.20      187,370.40       5.5000     0.01000       0.02000       0.00060
     155                              14,654.74      175,856.88       5.2630     0.01000       0.02000       0.00060
     156                              13,963.46      167,561.52       5.3520     0.01000       0.02000       0.00060
     157                              14,470.91      173,650.92       5.8800     0.01000       0.02000       0.00060
     158                              15,502.23      186,026.76       6.2500     0.01000       0.02000       0.00060
     159            128,069.38                                        5.6140     0.01000       0.02000       0.00060
     160                              12,838.85      154,066.20       5.5450     0.01000       0.02000       0.00060
     161                              12,237.15      146,845.80       5.4800     0.01000       0.02000       0.00060
     162            110,957.47        11,603.06      139,236.72       5.1500     0.01000       0.02000       0.00060
     163                              11,961.49      143,537.88       5.1100     0.01000       0.02000       0.00060
     164            119,436.11        12,751.88      153,022.56       5.8900     0.01000       0.02000       0.00060
     165                              10,908.21      130,898.52       5.1400     0.03000       0.02000       0.00060
     166                              10,757.22      129,086.64       5.9700     0.01000       0.02000       0.00060
     167                               8,770.19      105,242.28       5.2400     0.01000       0.02000       0.00060
     168                               7,990.07       95,880.84       5.8800     0.01000       0.02000       0.00060
     169                               2,012.52       24,150.24       6.4300     0.01000       0.02000       0.00060






                 ADMIN.       NET MORTGAGE     ACCRUAL                     REMAINING    MATURITY/      AMORT      REMAINING
   LOAN #           FEE       INTEREST RATE     TYPE            TERM         TERM       ARD DATE       TERM       AMORT TERM

      1         0.03060           5.13940     Actual/360         120          117       9/1/2015        0             0
    1.01
    1.02
    1.03
    1.04
    1.05
    1.06
    1.07
    1.08
    1.09
    1.10
    1.11
    1.12
    1.13
    1.14
    1.15
    1.16
    1.17
    1.18
      2         0.03060           5.18690     Actual/360         116          115       7/1/2015       300           300
    2.01
    2.02
    2.03
    2.04
    2.05
    2.06
    2.07
    2.08
    2.09
    2.10
      3         0.04060           4.60900     Actual/360         84           82       10/1/2012       360           358
      4         0.03060           5.10240     Actual/360         120          117       9/8/2015       360           360
      5         0.04060           4.94940     Actual/360         60           59       11/1/2010        0             0
      6         0.03060           5.11940     Actual/360         84           81       8/31/2012        0             0
    6.01
    6.02
    6.03
    6.04
    6.05
    6.06
    6.07
    6.08
    6.09
    6.10
    6.11
    6.12
    6.13
      7         0.03060           5.29940     Actual/360         120          118      10/8/2015       360           358
      8         0.03060           5.38940     Actual/360         60           57        9/8/2010       360           360
    8.01
    8.02
    8.03
      9         0.03060           4.90540     Actual/360         86           83       11/1/2012       360           360
    9.01
    9.02
     10         0.03060           5.04140     Actual/360         120          118      10/1/2015       360           358
     11         0.03060           6.54640     Actual/360         44           43        7/1/2009       282           281
    11.01
    11.02
    11.03
    11.04
    11.05
    11.06
    11.07
    11.08
     12         0.03060           5.34940     Actual/360         120          117       9/8/2015       300           297
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
     13         0.04060           5.19940     Actual/360         120          110       2/1/2015       360           360
     14         0.03060           5.34240     Actual/360         120          118      10/8/2015       360           360
    14.01
    14.02
    14.03
     15         0.03060           5.13940     Actual/360         120          117       9/1/2015        0             0
     16         0.05060           4.99940     Actual/360         84           81        9/1/2012       360           357
     17         0.03060           6.15840     Actual/360         120          120      12/1/2015       336           336
     18         0.05060           4.94940     Actual/360         120          117       9/1/2015        0             0
     19         0.03060           4.91940     Actual/360         120          117       9/8/2015       360           357
    19.01
    19.02
     20         0.03060           5.14740     Actual/360         120          114       6/1/2015       360           360
     21         0.03060           5.44940     Actual/360         185          181      12/31/2020      300           296
     22         0.03060           5.29940     30/360             84           80        8/8/2012        0             0
     23         0.05560           5.48640     Actual/360         120          118      10/1/2015       360           358
     24         0.03060           5.65140     Actual/360         120          115       7/1/2015       300           295
    24.01
    24.02
    24.03
    24.04
    24.05
    24.06
    24.07
    24.08
    24.09
    24.10
    24.11
    24.12
    24.13
    24.14
    24.15
    24.16
    24.17
     25         0.03060           5.33940     Actual/360         120          118      10/8/2015       360           360
     26         0.03060           5.65140     Actual/360         120          115       7/1/2015       300           295
    26.01
    26.02
    26.03
    26.04
    26.05
    26.06
    26.07
    26.08
    26.09
    26.10
    26.11
    26.12
    26.13
    26.14
    26.15
    26.16
    26.17
    26.18
    26.19
    26.20
    26.21
     27         0.03060           5.65140     Actual/360         120          115       7/1/2015       300           295
    27.01
    27.02
    27.03
    27.04
    27.05
    27.06
    27.07
    27.08
    27.09
    27.10
    27.11
    27.12
    27.13
    27.14
    27.15
    27.16
    27.17
    27.18
     28         0.03060           5.43940     Actual/360         120          117       9/8/2015       360           360
     29         0.03060           4.98640     Actual/360         120          117       9/1/2015       360           360
    29.01
    29.02
    29.03
    29.04
     30         0.03060           4.97440     Actual/360         120          118      10/1/2015       360           360
     31         0.03060           5.32940     Actual/360         120          118      10/8/2015       360           358
    31.01
    31.02
     32         0.03060           5.08940     Actual/360         120          119      11/1/2015       360           360
     33         0.03060           5.43340     Actual/360         120          113       5/1/2015       360           360
     34         0.03060           5.43940     Actual/360         120          119      11/8/2015       360           360
     35         0.03060           5.16940     Actual/360         120          119      11/8/2015       360           360
     36         0.03060           4.90940     Actual/360         120          116       8/8/2015        0             0
     37         0.03060           4.94040     Actual/360         120          119      11/1/2015       360           360
     38         0.03060           5.17540     Actual/360         120          119      11/8/2015       360           360
     39         0.03060           5.24940     Actual/360         120          113       5/8/2015       360           360
     40         0.03060           4.59440     Actual/360         120          116       8/1/2015        0             0
     41         0.05060           5.29940     Actual/360         120          118      10/1/2015        0             0
     42         0.03060           5.59440     Actual/360         120          119      11/1/2015       360           359
     43         0.03060           5.25940     Actual/360         120          118      10/8/2015       336           336
     44         0.03060           5.18240     Actual/360         120          116       8/1/2015       360           360
     45         0.03060           5.50340     Actual/360         120          113       5/1/2015       360           360
     46         0.03060           5.84440     Actual/360         120          120      12/1/2015       360           360
     47         0.03060           5.36940     Actual/360         120          118      10/8/2015       360           360
     48         0.03060           5.18940     Actual/360         120          119      11/1/2015       360           359
     49         0.03060           5.25940     Actual/360         84           80        8/8/2012       360           360
    49.01
    49.02
     50         0.05730           5.05770     Actual/360         120          118      10/1/2015       360           358
     51         0.03060           5.45240     Actual/360         120          118      10/1/2015       360           358
     52         0.03060           5.52940     Actual/360         120          119      11/8/2015       360           360
    52.01
    52.02
    52.03
    52.04
     53         0.03060           5.67840     Actual/360         120          117       9/1/2015       360           357
     54         0.05060           5.45940     Actual/360         120          117       9/1/2015       360           360
     55         0.03060           5.03740     Actual/360         120          118      10/8/2015       360           358
     56         0.03060           5.16940     Actual/360         120          118      10/8/2015       360           360
     57         0.03060           5.28940     Actual/360         120          117       9/8/2015        0             0
     58         0.03060           5.60340     Actual/360         120          118      10/1/2015       360           358
    58.01
    58.02
    58.03
     59         0.03060           5.59540     Actual/360         120          119      11/1/2015       360           360
     60         0.05060           5.24940     Actual/360         120          118      10/1/2015       360           360
     61         0.03060           5.69340     Actual/360         115          114       6/1/2015       360           360
     62         0.03060           5.25940     Actual/360         120          119      11/8/2015       360           359
    62.01
    62.02
     63         0.03060           5.12940     Actual/360         120          115       7/1/2015       360           360
     64         0.03060           5.41940     Actual/360         120          116       8/8/2015       240           236
     65         0.05060           5.31940     Actual/360         120          116       8/1/2015       300           296
     66         0.03060           5.34040     Actual/360         120          117       9/1/2015       360           360
     67         0.03060           5.10940     Actual/360         120          117       9/8/2015       360           360
     68         0.03060           5.48140     Actual/360         115          114       6/1/2015       360           360
     69         0.03060           5.49940     Actual/360         84           82       10/8/2012       360           360
     70         0.03060           5.11940     Actual/360         120          117       9/8/2015       360           360
     71         0.03060           5.53940     Actual/360         120          118      10/8/2015       360           360
     72         0.03060           5.57240     Actual/360         120          117       9/1/2015       360           357
     73         0.03060           5.07940     Actual/360         120          118      10/8/2015       360           360
     74         0.05060           5.43940     Actual/360         120          117       9/1/2015       360           360
     75         0.05060           5.29940     Actual/360         120          118      10/1/2015       360           360
     76         0.03060           5.48940     Actual/360         120          119      11/1/2015       360           359
     77         0.03060           5.40640     Actual/360         120          117       9/1/2015       360           357
     78         0.03060           4.85440     Actual/360         120          118      10/1/2015       360           360
     79         0.03060           5.55940     Actual/360         120          116       8/8/2015       360           356
     80         0.03060           5.33940     Actual/360         120          119      11/1/2015       360           359
     81         0.03060           6.00140     Actual/360         120          119      11/1/2015       300           299
     82         0.03060           5.46940     Actual/360         120          117       9/1/2015       240           237
     83         0.03060           5.21840     Actual/360         120          118      10/1/2015       360           358
     84         0.03060           5.45540     Actual/360         120          118      10/1/2015       360           358
     85         0.05060           5.29940     Actual/360         120          119      11/1/2015       360           360
     86         0.03060           5.07940     Actual/360         120          117       9/8/2015       360           357
     87         0.03060           5.24940     Actual/360         120          118      10/8/2015       300           298
     88         0.03060           5.05640     Actual/360         120          118      10/1/2015       360           360
     89         0.03060           5.19940     Actual/360         120          117       9/8/2015       360           360
     90         0.03060           5.17640     Actual/360         120          118      10/1/2015       360           358
     91         0.09060           5.23940     Actual/360         120          119      11/8/2015       360           359
     92         0.03060           5.07940     Actual/360         120          117       9/8/2015       360           357
     93         0.03060           5.61240     Actual/360         120          119      11/1/2015       360           360
     94         0.05060           5.27940     Actual/360         120          117       9/1/2015       360           360
     95         0.03060           5.22640     Actual/360         120          118      10/1/2015       360           358
     96         0.03060           5.19440     Actual/360         120          116       8/1/2015       360           360
     97         0.03060           5.20940     Actual/360         120          117       9/8/2015       360           357
     98         0.03060           4.96940     Actual/360         120          117       9/1/2015        0             0
     99         0.03060           5.20940     Actual/360         120          117       9/8/2015       360           357
     100        0.03060           5.84440     Actual/360         120          119      11/1/2015       300           299
     101        0.03060           5.16640     Actual/360         120          118      10/1/2015       360           360
     102        0.03060           5.26940     Actual/360         120          119      11/8/2015       360           360
     103        0.05060           5.42940     Actual/360         120          118      10/1/2015       360           358
     104        0.03060           5.42190     Actual/360         120          118      10/1/2015       300           298
     105        0.03060           5.09440     Actual/360         120          115       7/1/2015       240           235
     106        0.03060           5.09440     Actual/360         180          177       9/1/2020       180           177
     107        0.05060           5.03940     Actual/360         77           75        3/1/2012       360           358
     108        0.05060           4.92940     Actual/360         120          117       9/1/2015       360           357
     109        0.03060           5.21940     Actual/360         120          117       9/8/2015       360           357
     110        0.03060           5.62940     Actual/360         120          117       9/8/2015       300           297
     111        0.03060           5.74440     Actual/360         120          117       9/8/2015       312           309
     112        0.03060           5.34440     Actual/360         120          117       9/1/2015       360           357
     113        0.03060           5.38940     Actual/360         120          118      10/8/2015       360           360
     114        0.03060           4.92940     Actual/360         120          116       8/8/2015       360           360
     115        0.03060           6.14240     Actual/360         120          117       9/1/2015       300           297
     116        0.03060           5.14440     Actual/360         120          118      10/8/2015       360           360
     117        0.05060           5.39940     30/360             120          117       9/1/2015       360           357
     118        0.10060           5.53940     Actual/360         120          116       8/1/2015       360           360
     119        0.03060           5.71940     Actual/360         120          119      11/1/2015       360           359
     120        0.03060           5.47140     Actual/360         120          118      10/1/2015       360           358
     121        0.03060           5.79940     Actual/360         120          118      10/8/2015       276           276
     122        0.03060           5.09440     Actual/360         120          119      11/1/2015       360           359
     123        0.03060           5.61240     Actual/360         120          119      11/1/2015       360           360
     124        0.03060           5.18340     Actual/360         120          118      10/1/2015       360           358
     125        0.03060           5.27440     Actual/360         120          119      11/1/2015       360           359
     126        0.12060           5.49240     Actual/360         120          119      11/1/2015       360           359
     127        0.03060           5.60340     Actual/360         120          119      11/1/2015       360           359
     128        0.03060           5.37640     Actual/360         120          119      11/1/2015       360           360
     129        0.03060           5.65240     Actual/360         120          118      10/1/2015       300           298
     130        0.03060           5.60940     Actual/360         60           58       10/8/2010       360           358
     131        0.03060           5.43940     Actual/360         120          117       9/8/2015       360           360
     132        0.03060           5.30940     Actual/360         120          118      10/8/2015       360           358
     133        0.03060           5.25440     Actual/360         120          118      10/8/2015       360           358
     134        0.05060           5.34940     Actual/360         120          116       8/1/2015       360           356
     135        0.03060           5.47940     Actual/360         120          117       9/8/2015       360           360
     136        0.03060           5.18940     Actual/360         120          118      10/1/2015       360           360
     137        0.12060           5.20940     Actual/360         120          118      10/1/2015       360           360
     138        0.03060           5.33940     Actual/360         120          118      10/8/2015       360           360
     139        0.03060           5.28940     Actual/360         120          116       8/8/2015       360           360
     140        0.03060           5.57940     Actual/360         60           58       10/8/2010       360           358
     141        0.12060           5.08940     Actual/360         120          118      10/1/2015       360           360
     142        0.10060           5.22940     Actual/360         120          119      11/1/2015       360           359
     143        0.03060           5.14940     Actual/360         120          119      11/8/2015       360           359
     144        0.03060           5.10940     Actual/360         84           81        9/8/2012       360           357
     145        0.03060           5.11940     Actual/360         120          117       9/1/2015       360           357
     146        0.03060           5.04440     Actual/360         120          118      10/1/2015       360           360
     147        0.03060           5.88340     Actual/360         120          118      10/1/2015       360           358
     148        0.03060           5.19940     Actual/360         120          117       9/8/2015       360           357
     149        0.07060           5.51940     Actual/360         84           81        9/1/2012       360           360
     150        0.03060           5.21940     Actual/360         120          117       9/8/2015       360           357
     151        0.05060           5.12940     Actual/360         120          118      10/1/2015       300           298
     152        0.10060           5.07940     Actual/360         120          118      10/1/2015       360           360
     153        0.03060           5.11940     Actual/360         120          116       8/8/2015       360           360
     154        0.03060           5.46940     Actual/360         120          118      10/1/2015       360           358
     155        0.03060           5.23240     Actual/360         120          117       9/1/2015       360           357
     156        0.03060           5.32140     Actual/360         120          119      11/1/2015       360           359
     157        0.03060           5.84940     Actual/360         120          117       9/8/2015       360           357
     158        0.03060           6.21940     Actual/360         120          119      11/1/2015       300           299
     159        0.03060           5.58340     Actual/360         60           57        9/1/2010        0             0
     160        0.03060           5.51440     Actual/360         120          119      11/1/2015       360           359
     161        0.03060           5.44940     Actual/360         120          119      11/8/2015       360           359
     162        0.03060           5.11940     Actual/360         120          116       8/8/2015       360           360
     163        0.03060           5.07940     Actual/360         120          117       9/8/2015       324           321
     164        0.03060           5.85940     Actual/360         120          118      10/8/2015       300           300
     165        0.05060           5.08940     Actual/360         120          117       9/1/2015       360           357
     166        0.03060           5.93940     Actual/360         120          117       9/8/2015       360           357
     167        0.03060           5.20940     Actual/360         120          117       9/8/2015       360           357
     168        0.03060           5.84940     Actual/360         120          117       9/8/2015       360           357
     169        0.03060           6.39940     Actual/360         120          118      10/8/2015       300           298






                 TITLE
  LOAN #         TYPE         ARD (Y/N)                                       ARD STEP UP (%)

    1      Fee/Leasehold     No
   1.01    Fee
   1.02    Fee
   1.03    Fee
   1.04    Fee
   1.05    Fee
   1.06    Fee
   1.07    Fee
   1.08    Fee
   1.09    Fee
   1.10    Fee
   1.11    Fee
   1.12    Fee
   1.13    Fee
   1.14    Fee
   1.15    Fee
   1.16    Leasehold
   1.17    Fee
   1.18    Fee
    2      Fee/Leasehold     No
   2.01    Fee
   2.02    Leasehold
   2.03    Fee
   2.04    Fee
   2.05    Fee
   2.06    Fee
   2.07    Fee
   2.08    Fee
   2.09    Fee
   2.10    Fee
    3      Fee/Leasehold     No
    4      Fee               No
    5      Fee and Leasehold No
    6      Fee               No
   6.01    Fee
   6.02    Fee
   6.03    Fee
   6.04    Fee
   6.05    Fee
   6.06    Fee
   6.07    Fee
   6.08    Fee
   6.09    Fee
   6.10    Fee
   6.11    Fee
   6.12    Fee
   6.13    Fee
    7      Fee               No
    8      Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 5yr Treasury Rate plus 6.87%.
   8.01    Fee
   8.02    Fee
   8.03    Fee
    9      Fee               No
   9.01    Fee
   9.02    Fee
    10     Fee               No
    11     Fee               No
  11.01    Fee
  11.02    Fee
  11.03    Fee
  11.04    Fee
  11.05    Fee
  11.06    Fee
  11.07    Fee
  11.08    Fee
    12     Fee               No
  12.01    Fee
  12.02    Fee
  12.03    Fee
  12.04    Fee
  12.05    Fee
  12.06    Fee
  12.07    Fee
  12.08    Fee
  12.09    Fee
  12.10    Fee
  12.11    Fee
  12.12    Fee
  12.13    Fee
  12.14    Fee
  12.15    Fee
  12.16    Fee
    13     Fee               No
    14     Fee               No
  14.01    Fee
  14.02    Fee
  14.03    Fee
    15     Fee               No
    16     Leasehold         No
    17     Fee/Leasehold     No
    18     Fee               No
    19     Fee               No
  19.01    Fee
  19.02    Fee
    20     Fee               No
    21     Fee               No
    22     Fee               No
    23     Fee               Yes          2.0% plus the greater of i) the Initial Interest Rate and ii) the Treasury Rate plus 5.0%.
    24     Fee               No
  24.01    Fee
  24.02    Fee
  24.03    Fee
  24.04    Fee
  24.05    Fee
  24.06    Fee
  24.07    Fee
  24.08    Fee
  24.09    Fee
  24.10    Fee
  24.11    Fee
  24.12    Fee
  24.13    Fee
  24.14    Fee
  24.15    Fee
  24.16    Fee
  24.17    Fee
    25     Fee               No
    26     Fee               No
  26.01    Fee
  26.02    Fee
  26.03    Fee
  26.04    Fee
  26.05    Fee
  26.06    Fee
  26.07    Fee
  26.08    Fee
  26.09    Fee
  26.10    Fee
  26.11    Fee
  26.12    Fee
  26.13    Fee
  26.14    Fee
  26.15    Fee
  26.16    Fee
  26.17    Fee
  26.18    Fee
  26.19    Fee
  26.20    Fee
  26.21    Fee
    27     Fee               No
  27.01    Fee
  27.02    Fee
  27.03    Fee
  27.04    Fee
  27.05    Fee
  27.06    Fee
  27.07    Fee
  27.08    Fee
  27.09    Fee
  27.10    Fee
  27.11    Fee
  27.12    Fee
  27.13    Fee
  27.14    Fee
  27.15    Fee
  27.16    Fee
  27.17    Fee
  27.18    Fee
    28     Fee               No
    29     Fee               No
  29.01    Fee
  29.02    Fee
  29.03    Fee
  29.04    Fee
    30     Fee               No
    31     Fee               No
  31.01    Fee
  31.02    Fee
    32     Fee               No
    33     Fee               No
    34     Fee               No
    35     Fee               No
    36     Fee               No
    37     Fee               No
    38     Fee               No
    39     Fee               No
    40     Fee               No
    41     Fee               No
    42     Fee               No
    43     Fee               No
    44     Fee               No
    45     Fee               No
    46     Fee               No
    47     Fee               No
    48     Fee               No
    49     Fee               No
  49.01    Fee
  49.02    Fee
    50     Fee               No
    51     Fee               No
    52     Fee               No
  52.01    Fee
  52.02    Fee
  52.03    Fee
  52.04    Fee
    53     Fee               No
    54     Fee               No
    55     Fee               No
    56     Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 10yr Treasury Rate plus 6.25%
    57     Fee               No
    58     Fee               No
  58.01    Fee
  58.02    Fee
  58.03    Fee
    59     Fee               No
    60     Fee               No
    61     Fee               No
    62     Fee               No
  62.01    Fee
  62.02    Fee
    63     Fee               No
    64     Fee               No
    65     Fee               Yes          Greater of: (i) Initial Interest Rate plus 2% or (ii) Treasury Rate plus 2%.
    66     Fee               No
    67     Fee               No
    68     Fee               No
    69     Fee               Yes          Greater of: (i) Initial Interest Rate plus 2% or (ii) 7yr Treasury Rate plus 3.34%
    70     Fee               No
    71     Fee               No
    72     Fee               No
    73     Fee               No
    74     Fee               No
    75     Fee               No
    76     Fee               No
    77     Fee               No
    78     Fee               No
    79     Fee               No
    80     Fee               No
    81     Fee               No
    82     Fee               No
    83     Fee               No
    84     Fee               No
    85     Fee               No
    86     Leasehold         No
    87     Fee               No
    88     Fee               No
    89     Fee               No
    90     Fee               No
    91     Fee               No
    92     Fee               No
    93     Fee               No
    94     Fee               No
    95     Fee               No
    96     Fee               No
    97     Fee               No
    98     Fee               No
    99     Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 10yr Treasury Rate plus 6.30%.
   100     Fee               No
   101     Fee               No
   102     Fee               No
   103     Fee               Yes          Greater of: (i) Initial Interest Rate plus 2% or (ii) Treasury Rate plus 2%.
   104     Fee               No
   105     Fee               No
   106     Fee               No
   107     Fee               No
   108     Fee               No
   109     Leasehold         No
   110     Fee               No
   111     Fee               No
   112     Fee               No
   113     Fee               No
   114     Fee               No
   115     Fee               No
   116     Fee               No
   117     Leasehold         No
   118     Fee               No
   119     Fee               No
   120     Fee               No
   121     Fee               No
   122     Fee               No
   123     Leasehold         No
   124     Fee               No
   125     Fee               No
   126     Fee               No
   127     Fee               No
   128     Fee               No
   129     Fee               No
   130     Fee               No
   131     Fee               No
   132     Fee/Leasehold     No
   133     Fee               No
   134     Fee               No
   135     Fee               No
   136     Fee               No
   137     Fee               No
   138     Fee               No
   139     Fee               No
   140     Fee               No
   141     Fee               No
   142     Fee               No
   143     Fee               No
   144     Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 7yr Treasury Rate plus 6.35%
   145     Fee               No
   146     Fee               No
   147     Fee               No
   148     Fee               No
   149     Fee               No
   150     Leasehold         No
   151     Fee               No
   152     Fee               No
   153     Fee               No
   154     Leasehold         Yes          2.0% plus the greater of i) the Initial Interest Rate and ii) the Treasury Rate plus 5.0%.
   155     Fee               No
   156     Fee               No
   157     Fee               No
   158     Fee               No
   159     Fee               No
   160     Fee               No
   161     Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 10yr Treasury Rate plus 6.30%
   162     Fee               No
   163     Fee               Yes          Greater of: (i) Initial Interest Rate plus 5% or (ii) 10yr Treasury Rate plus 6.18%
   164     Fee               No
   165     Fee               No
   166     Fee               No
   167     Fee               No
   168     Fee               No
   169     Fee               No






            ENVIRONMENTAL       ENVIRONMENTAL        CROSS-         CROSS-        DEFEASANCE   LETTER OF     LOCKBOX
  LOAN #     REPORT TYPE       INSURANCE (Y/N)      DEFAULTED   COLLATERALIZED     ALLOWED       CREDIT     IN-PLACE

    1          Various      Yes                    Yes         Yes              Yes                No     Yes
   1.01        8/8/2005     Yes
   1.02        8/8/2005     Yes
   1.03        8/5/2005     Yes
   1.04        8/5/2005     Yes
   1.05        8/5/2005     Yes
   1.06        8/8/2005     Yes
   1.07        8/8/2005     Yes
   1.08        8/5/2005     Yes
   1.09        8/5/2005     Yes
   1.10        8/5/2005     Yes
   1.11        8/5/2005     Yes
   1.12        8/8/2005     Yes
   1.13        8/5/2005     Yes
   1.14        8/8/2005     Yes
   1.15        8/5/2005     Yes
   1.16        8/8/2005     Yes
   1.17        8/5/2005     Yes
   1.18        8/8/2005     Yes
    2          Various      No                                                  Yes                No     Yes
   2.01       6/14/2005     No
   2.02       9/26/2005     No
   2.03       9/26/2005     No
   2.04       6/14/2005     No
   2.05       6/14/2005     No
   2.06       9/26/2005     No
   2.07       6/14/2005     No
   2.08       6/14/2005     No
   2.09       6/14/2005     No
   2.10       6/15/2005     No
    3          9/2/2005     No                                                  Yes                No     Yes
    4          8/9/2005     No                                                  Yes               Yes     Yes
    5         10/6/2005     No                                                  No                 No     No
    6          Various      Yes                                                 Yes                No     Yes
   6.01        8/5/2005     Yes
   6.02        8/5/2005     Yes
   6.03        8/5/2005     Yes
   6.04        8/5/2005     Yes
   6.05        8/8/2005     Yes
   6.06        8/8/2005     Yes
   6.07        8/5/2005     Yes
   6.08        8/5/2005     Yes
   6.09        8/5/2005     Yes
   6.10        8/8/2005     Yes
   6.11        8/8/2005     Yes
   6.12        8/8/2005     Yes
   6.13        8/5/2005     Yes
    7         9/13/2005     No                                                  Yes                No     Yes
    8          8/1/2005     No                                                  Yes                No     Yes
   8.01        8/1/2005     No
   8.02        8/1/2005     No
   8.03        8/1/2005     No
    9         6/30/2005     No                                                  Yes                No     Yes
   9.01       6/30/2005     No
   9.02       6/30/2005     No
    10        9/13/2005     No                                                  Yes                No     No
    11         Various      No                                                  Yes                No     Yes
  11.01       11/15/2005    No
  11.02       11/15/2005    No
  11.03       11/15/2005    No
  11.04       11/15/2005    No
  11.05       11/15/2005    No
  11.06       11/15/2005    No
  11.07       11/15/2005    No
  11.08       11/15/2005    No
    12         Various      No                                                  Yes                No     Yes
  12.01       9/10/2005     No
  12.02       9/10/2005     No
  12.03       9/10/2005     No
  12.04       9/12/2005     No
  12.05       9/10/2005     No
  12.06       9/12/2005     No
  12.07       9/12/2005     No
  12.08       9/10/2005     No
  12.09       9/10/2005     No
  12.10       9/10/2005     No
  12.11       9/10/2005     No
  12.12       9/12/2005     No
  12.13       9/12/2005     No
  12.14       9/10/2005     No
  12.15       9/10/2005     No
  12.16       9/12/2005     No
    13        10/3/2005     No                                                  Yes                No     Yes
    14         Various      No                                                  Yes                No     Yes
  14.01       8/19/2005     No
  14.02       9/29/2005     No
  14.03       7/21/2005     No
    15         8/8/2005     No                     Yes         Yes              Yes                No     Yes
    16        7/29/2005     No                                                  Yes                No     No
    17         9/6/2005     No                                                  Yes                No     No
    18         8/5/2005     No                                                  Yes                No     No
    19         Various      No                                                  Yes                No     Yes
  19.01        8/4/2005     No
  19.02        8/3/2005     No
    20        2/15/2005     No                                                  Yes                No     Yes
    21        7/22/2005     No                                                  Yes                No     Yes
    22        5/25/2005     No                                                  Yes                No     Yes
    23        7/19/2005     No                                                  Yes                No     Yes
    24         Various      No                     Yes         Yes              Yes                No     Yes
  24.01       4/20/2005     No
  24.02       4/20/2005     No
  24.03       4/22/2005     No
  24.04       4/20/2005     No
  24.05       4/20/2005     No
  24.06       4/20/2005     No
  24.07       4/14/2005     No
  24.08       4/20/2005     No
  24.09       4/20/2005     No
  24.10       4/19/2005     No
  24.11       4/20/2005     No
  24.12       4/22/2005     No
  24.13       4/20/2005     No
  24.14       4/20/2005     No
  24.15       4/20/2005     No
  24.16        7/8/2005     No
  24.17       4/18/2005     No
    25        6/30/2005     No                                                  Yes                No     Yes
    26         Various      No                     Yes         Yes              Yes                No     Yes
  26.01       4/20/2005     No
  26.02       4/21/2005     No
  26.03       4/21/2005     No
  26.04       4/20/2005     No
  26.05       4/20/2005     No
  26.06       4/20/2005     No
  26.07       4/20/2005     No
  26.08       4/20/2005     No
  26.09       4/20/2005     No
  26.10       4/20/2005     No
  26.11       4/20/2005     No
  26.12       4/20/2005     No
  26.13       6/23/2005     No
  26.14       4/20/2005     No
  26.15        7/8/2005     No
  26.16       4/20/2005     No
  26.17       4/20/2005     No
  26.18        7/1/2005     No
  26.19       4/20/2005     No
  26.20       4/20/2005     No
  26.21       6/30/2005     No
    27         Various      No                     Yes         Yes              Yes                No     Yes
  27.01       4/20/2005     No
  27.02       4/18/2005     No
  27.03       4/18/2005     No
  27.04       4/27/2005     No
  27.05       4/20/2005     No
  27.06       4/20/2005     No
  27.07       4/22/2005     No
  27.08       4/20/2005     No
  27.09       4/20/2005     No
  27.10       4/20/2005     No
  27.11       4/20/2005     No
  27.12       4/19/2005     No
  27.13       4/20/2005     No
  27.14       4/20/2005     No
  27.15       4/20/2005     No
  27.16       4/20/2005     No
  27.17       4/20/2005     No
  27.18       4/20/2005     No
    28         8/9/2005     No                                                  Yes                No     Yes
    29         9/7/2005     No                                                  Yes                No     No
  29.01        9/7/2005     No
  29.02        9/7/2005     No
  29.03        9/7/2005     No
  29.04        9/7/2005     No
    30        7/22/2005     No                                                  Yes                No     Yes
    31         Various      No                                                  Yes                No     No
  31.01        9/1/2005     No
  31.02       9/26/2005     No
    32        9/14/2005     No                                                  Yes                No     Yes
    33         1/3/2005     No                     Yes         Yes              Yes                No     No
    34        9/21/2005     No                                                  Yes                No     No
    35        8/23/2005     No                                                  Yes                No     No
    36        6/15/2005     No                                                  Yes                No     Yes
    37        8/16/2005     No                                                  Yes                No     No
    38        10/26/2005    No                                                  Yes                No     Yes
    39         3/7/2005     No                                                  Yes                No     Yes
    40         7/7/2005     No                                                  Yes                No     No
    41        8/31/2005     No                                                  Yes                No     No
    42        9/16/2005     No                                                  Yes                No     No
    43        4/29/2005     No                                                  Yes                No     Yes
    44         7/5/2005     No                                                  Yes                No     No
    45         1/3/2005     No                     Yes         Yes              Yes                No     No
    46         8/4/2005     No                                                  Yes                No     Yes
    47        8/25/2005     No                                                  Yes                No     No
    48        7/27/2005     No                                                  Yes                No     Yes
    49        5/11/2005     No                                                  Yes                No     Yes
  49.01       5/11/2005     No
  49.02       5/11/2005     No
    50        6/30/2005     No                                                  Yes                No     No
    51        8/31/2005     No                                                  No                 No     No
    52        10/25/2005    No                                                  Yes                No     No
  52.01       10/25/2005    No
  52.02       10/25/2005    No
  52.03       10/25/2005    No
  52.04       10/25/2005    No
    53         8/4/2005     No                                                  Yes                No     No
    54        7/20/2005     No                                                  Yes               Yes     No
    55         7/5/2005     No                                                  Yes                No     No
    56         8/2/2005     No                                                  Yes                No     Yes
    57        7/20/2005     No                                                  Yes                No     No
    58        7/22/2005     No                                                  Yes               Yes     No
  58.01       7/22/2005     No
  58.02       7/22/2005     No
  58.03       7/22/2005     No
    59         8/4/2005     No                                                  Yes                No     No
    60         7/5/2005     No                                                  Yes                No     No
    61         4/7/2005     No                     Yes         Yes              Yes                No     No
    62        8/31/2005     No                                                  Yes                No     Yes
  62.01       8/31/2005     No
  62.02       8/31/2005     No
    63        5/19/2005     No                                                  Yes                No     No
    64        5/19/2005     No                                                  Yes                No     Yes
    65        7/12/2005     No                                                  No                 No     Yes
    66         7/1/2005     No                                                  Yes                No     Yes
    67         8/8/2005     No                                                  Yes                No     Yes
    68         4/8/2005     No                     Yes         Yes              Yes                No     No
    69        7/26/2005     No                                                  Yes                No     Yes
    70        7/13/2005     No                                                  Yes                No     Yes
    71        6/10/2005     No                                                  Yes                No     No
    72        7/11/2005     No                                                  Yes                No     No
    73        10/12/2005    No                                                  Yes                No     No
    74        3/31/2005     No                                                  Yes                No     No
    75        8/15/2005     No                                                  Yes                No     No
    76         9/2/2005     No                                                  Yes                No     Yes
    77        7/15/2005     No                                                  Yes                No     No
    78        7/22/2005     No                                                  Yes                No     No
    79        6/10/2005     No                                                  Yes                No     Yes
    80         8/2/2005     No                                                  Yes                No     No
    81        4/14/2005     No                                                  Yes                No     Yes
    82        7/13/2005     No                                                  No                 No     No
    83        7/20/2005     No                                                  Yes                No     No
    84         8/5/2005     No                                                  No                 No     No
    85        8/26/2005     No                                                  Yes                No     No
    86         9/1/2005     No                                                  Yes                No     No
    87        7/26/2005     No                                                  Yes                No     No
    88        9/27/2005     No                                                  Yes                No     No
    89        7/19/2005     No                                                  Yes                No     No
    90        7/12/2005     No                                                  Yes                No     No
    91        9/21/2005     No                                                  Yes                No     No
    92         7/8/2005     No                                                  Yes                No     No
    93         7/1/2005     No                                                  No                 No     No
    94        7/14/2005     No                                                  Yes                No     No
    95         8/8/2005     No                                                  Yes                No     Yes
    96        6/13/2005     No                                                  Yes                No     No
    97         8/1/2005     No                                                  Yes                No     Yes
    98        8/15/2005     No                                                  Yes                No     No
    99        7/13/2005     No                                                  Yes                No     Yes
   100         9/8/2005     No                                                  Yes                No     Yes
   101        7/20/2005     No                                                  Yes                No     No
   102        8/25/2005     No                                                  Yes                No     Yes
   103        8/16/2005     No                                                  Yes               Yes     No
   104        8/26/2005     No                                                  Yes               Yes     No
   105        5/19/2005     No                                                  Yes                No     No
   106        7/13/2005     No                                                  No                 No     No
   107        8/11/2005     No                                                  Yes                No     Yes
   108         8/5/2005     No                                                  Yes                No     No
   109        6/24/2005     No                                                  Yes                No     No
   110        6/29/2005     No                                                  Yes                No     Yes
   111        7/15/2005     No                                                  Yes                No     Yes
   112        7/27/2005     No                                                  Yes                No     No
   113         8/1/2005     No                                                  Yes                No     No
   114        7/29/2005     No                                                  Yes                No     No
   115        6/15/2005     No                                                  Yes                No     Yes
   116        8/25/2005     No                                                  Yes                No     No
   117        7/27/2005     No                                                  No                 No     No
   118        4/29/2005     No                                                  Yes                No     No
   119         8/1/2005     No                                                  Yes                No     No
   120        7/29/2005     No                                                  Yes                No     Yes
   121        7/29/2005     No                                                  Yes                No     No
   122        8/25/2005     No                                                  Yes                No     No
   123         7/5/2005     No                                                  No                 No     No
   124        6/23/2005     No                                                  Yes                No     No
   125         9/8/2005     No                                                  Yes                No     Yes
   126        8/11/2005     No                                                  Yes                No     No
   127        9/19/2005     No                                                  Yes                No     No
   128        8/29/2005     No                                                  Yes                No     No
   129        9/14/2005     No                                                  Yes                No     Yes
   130        6/27/2005     No                                                  Yes                No     Yes
   131        7/13/2005     No                                                  Yes                No     No
   132        9/16/2005     No                                                  Yes                No     No
   133        8/12/2005     No                                                  Yes                No     No
   134        7/21/2005     No                                                  No                 No     No
   135        7/27/2005     No                                                  Yes                No     No
   136        8/11/2005     No                                                  Yes                No     No
   137        8/10/2005     No                                                  Yes                No     No
   138         9/8/2005     No                                                  Yes                No     Yes
   139         7/1/2005     No                                                  Yes                No     No
   140        6/27/2005     No                                                  Yes                No     Yes
   141        9/16/2005     No                                                  Yes                No     No
   142        8/19/2005     No                                                  Yes                No     No
   143        10/21/2005    No                                                  Yes                No     No
   144        10/25/2005    No                                                  Yes                No     Yes
   145        7/19/2005     No                                                  Yes                No     No
   146        8/15/2005     No                                                  Yes                No     No
   147        3/30/2005     No                                                  Yes               Yes     Yes
   148         7/5/2005     No                                                  Yes                No     No
   149        10/19/2005    No                                                  Yes                No     No
   150         9/1/2005     No                                                  Yes                No     No
   151        8/15/2005     No                                                  Yes                No     No
   152        8/12/2005     No                                                  Yes                No     No
   153        6/27/2005     No                                                  Yes                No     Yes
   154         7/6/2005     No                                                  Yes                No     Yes
   155        6/14/2005     No                                                  Yes                No     No
   156        7/22/2005     No                                                  Yes                No     Yes
   157        7/12/2005     No                                                  Yes                No     No
   158        8/24/2005     No                                                  Yes                No     Yes
   159        7/13/2005     No                                                  Yes                No     No
   160        5/24/2005     No                                                  Yes                No     No
   161        7/22/2005     No                                                  Yes                No     Yes
   162        6/14/2005     No                                                  Yes                No     No
   163        7/12/2005     No                                                  Yes                No     Yes
   164        9/23/2005     No                                                  Yes                No     No
   165        7/14/2005     No                                                  Yes                No     No
   166         7/8/2005     No                                                  Yes                No     No
   167        7/27/2005     No                                                  Yes                No     No
   168        5/10/2005     No                                                  Yes                No     No
   169        8/12/2005     No                                                  Yes                No     No






                             UPFRONT         UPFRONT          UPFRONT          UPFRONT                            UPFRONT
            HOLDBACK           ENG.           CAPEX            ENVIR.           TI/LC          UPFRONT RE        INSURANCE
  LOAN #       AMT           RESERVE         RESERVES         RESERVE          RESERVE         TAX RESERVE        RESERVE

    1                      221,719.00                                         568,955.68      1,882,694.00      366,995.52
   1.01
   1.02
   1.03
   1.04
   1.05
   1.06
   1.07
   1.08
   1.09
   1.10
   1.11
   1.12
   1.13
   1.14
   1.15
   1.16
   1.17
   1.18
    2                      175,413.00                          3,100.00                         132,438.30      533,132.00
   2.01
   2.02
   2.03
   2.04
   2.05
   2.06
   2.07
   2.08
   2.09
   2.10
    3
    4                                                                       5,888,110.00        149,359.00      121,734.41
    5                                                        143,750.00
    6                      114,700.00                                          25,627.44      1,313,287.00      174,675.75
   6.01
   6.02
   6.03
   6.04
   6.05
   6.06
   6.07
   6.08
   6.09
   6.10
   6.11
   6.12
   6.13
    7                                                                                           128,668.40      117,872.58
    8                                     1,000,000.00                      1,000,000.00      1,452,218.00      108,946.00
   8.01
   8.02
   8.03
    9                                                                         650,000.00        187,312.50
   9.01
   9.02
    10                                                                                          110,376.87
    11                     136,993.00       351,513.00         3,993.75                         630,000.00      466,800.00
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
    12                      90,412.50                                                           568,781.54
  12.01
  12.02
  12.03
  12.04
  12.05
  12.06
  12.07
  12.08
  12.09
  12.10
  12.11
  12.12
  12.13
  12.14
  12.15
  12.16
    13                                                                                          235,651.36       62,793.72
    14
  14.01
  14.02
  14.03
    15                       2,500.00                                                           395,508.00       82,926.87
    16                      28,125.00                                                            25,279.00       31,523.62
    17                                       50,000.00                                          113,722.35      315,000.00
    18                                       11,188.00                                          228,222.92       46,838.09
    19                                                                         50,000.00        176,169.00
  19.01
  19.02
    20                                                                      2,206,665.71         48,763.99       14,475.83
    21
    22
    23                                                                                          153,275.65      110,669.46
    24                     817,598.00                        555,000.00                         124,213.77        9,669.84
  24.01
  24.02
  24.03
  24.04
  24.05
  24.06
  24.07
  24.08
  24.09
  24.10
  24.11
  24.12
  24.13
  24.14
  24.15
  24.16
  24.17
    25                     275,000.00       106,000.00                                          232,389.60       14,209.00
    26                     579,840.00                        625,875.00                         119,429.47        7,005.43
  26.01
  26.02
  26.03
  26.04
  26.05
  26.06
  26.07
  26.08
  26.09
  26.10
  26.11
  26.12
  26.13
  26.14
  26.15
  26.16
  26.17
  26.18
  26.19
  26.20
  26.21
    27                     134,079.00                        228,750.00                         112,733.90        6,920.01
  27.01
  27.02
  27.03
  27.04
  27.05
  27.06
  27.07
  27.08
  27.09
  27.10
  27.11
  27.12
  27.13
  27.14
  27.15
  27.16
  27.17
  27.18
    28                                                                                          336,174.30       13,532.93
    29                                                        96,000.00                          37,996.43       39,729.11
  29.01
  29.02
  29.03
  29.04
    30                                                        75,000.00                          51,640.83
    31                     271,725.00                                                           110,216.90
  31.01
  31.02
    32                                                                                           41,819.41
    33
    34                                                                        600,000.00        132,892.00       10,021.25
    35                                                                                           18,010.00        5,747.70
    36                                                                                          122,570.00
    37                     107,300.00       117,533.00                                          140,375.00
    38                                                                        190,666.68        110,000.00       31,083.33
    39                                                                                           30,664.00
    40                                                       150,000.00
    41                     112,500.00        14,301.75                                           81,897.54        7,054.95
    42                                      100,000.00                                           88,257.74       13,219.50
    43                      33,110.00        72,650.00                                          216,846.31
    44                                                                                           42,839.88       22,197.70
    45
    46                                                                                            2,490.40       20,187.37
    47                                                                        799,855.00         22,434.00        2,293.00
    48                                                                        435,400.00         35,548.89        2,712.50
    49                                      550,000.00                      1,750,000.00        229,321.00       16,777.00
  49.01
  49.02
    50                                                                                           17,514.85       28,016.10
    51                                                         1,500.00                                          16,386.00
    52                     283,807.00                                         100,000.00        173,775.00       34,771.00
  52.01
  52.02
  52.03
  52.04
    53                      64,290.00        76,881.00                        500,000.00
    54                      87,875.00         2,484.00        50,000.00                          81,184.44       13,702.50
    55                                                                                           50,533.07
    56                                                                                          155,616.00        1,745.51
    57                                                                                            2,000.00       18,548.00
    58                                                                                                              450.45
  58.01
  58.02
  58.03
    59                                       17,630.00         2,100.00                          25,109.33       26,570.67
    60                                          892.83                          1,250.00                         44,815.05
    61                                                        83,750.00                          42,399.84
    62                                                                                            3,235.21        4,578.26
  62.01
  62.02
    63                                                                                                           11,496.63
    64                                      116,250.00                                           27,287.00
    65                                          500.00                                           70,726.74
    66
    67                                       16,000.00                                           77,250.00        4,519.00
    68                                                                                           18,343.08
    69                                       14,754.00                        135,650.00        120,228.49       22,866.43
    70
    71                                                                                           62,743.21       13,956.86
    72                      37,500.00       108,909.00                        150,000.00         34,405.43    1,000,000.00
    73                       1,875.00       300,000.00                                          130,764.00       73,748.70
    74                                        1,228.92         2,000.00                          21,874.01
    75                     306,291.00         1,518.17                          1,667.00         59,823.26
    76                                                                                                            2,356.55
    77         800,000                                                                           46,963.50        2,617.13
    78                                       57,165.00                                           49,755.20
    79                      87,500.00                                         150,000.00         32,930.96       12,797.60
    80                                           45673                                           43,041.83
    81                   2,439,866.00                                                            57,235.27       79,853.47
    82                                                                                           82,305.13
    83                                                                                           43,760.94        3,317.82
    84                                                           750.00        40,000.00                         11,434.00
    85                     128,794.00           292.67                          2,777.78
    86                                                                                           86,632.50
    87                                      300,000.00                                           32,263.75
    88
    89                                                                                           35,964.35        5,112.00
    90                                       33,532.00                                           50,400.00        9,448.69
    91                      97,156.13                                                            10,560.00        5,194.75
    92
    93                      19,600.00                                                           100,498.55       12,730.20
    94                                                                                           24,318.63       12,600.00
    95                                           38650                                           58,227.00
    96                                                                        100,000.00         12,170.41        8,356.60
    97                                                                                            5,778.83        1,135.08
    98                      68,750.00       505,000.00                                            5,967.42       43,199.89
    99                                                                                                              254.04
   100                                                                                           18,444.93       10,744.39
   101                                                                                           14,048.50
   102                                                                                                            1,580.00
   103                                          842.00                                           68,586.31
   104                                                                                            2,360.55        6,796.65
   105                                                                        100,000.00         35,618.94        1,867.60
   106                                                                                           54,257.88
   107
   108                                                                        120,000.00
   109                                                                                           66,982.62
   110                                                                                           21,549.06        1,708.96
   111                                                                                           55,695.43        5,111.64
   112                                                                         30,000.00         73,573.27       11,675.13
   113                                                                                           55,238.21       10,962.00
   114                                                                                           15,870.00        1,451.00
   115                                                                                           44,297.89       10,342.50
   116                                                                                           51,480.00
   117         265,000                                                                           66,923.73
   118                                                                          1,667.00         66,000.00        5,307.05
   119                                                                                                           17,698.63
   120                                                                                           25,115.57        1,339.63
   121                     265,750.00                                                           116,328.50       67,938.00
   122                                           28000                                           17,000.00       24,726.48
   123                     126,000.00                                          50,000.00         86,226.99        9,703.23
   124                      79,313.00                                         100,000.00         18,483.00        5,053.13
   125
   126                                                                         24,000.00         67,664.09
   127                                       23,891.00                        300,000.00         26,861.72       17,340.40
   128                                                                                           24,542.39        1,590.40
   129                                                                                           73,958.42       23,315.28
   130                         938.00                                                             3,486.87        1,270.15
   131                       3,900.00                                                            29,166.67
   132                      28,344.00                                                                             6,632.33
   133                      66,500.00                                                             4,384.40        8,773.54
   134                                          534.00         1,000.00         1,780.00          5,606.17        6,457.94
   135                      44,210.00                                                            28,127.41       15,318.67
   136
   137                       3,125.00        38,000.00                                           18,066.47          833.00
   138                                                                                                              487.67
   139                                        4,360.00                                           28,407.00
   140                       4,688.00                                                            35,260.41
   141                      28,469.00                                                            12,404.90        6,733.21
   142         150,000                          207.00                          1,075.00                            945.00
   143                                                                                           15,234.00        2,141.00
   144                                                                        160,000.00          2,111.07        2,457.75
   145                                                                                           17,305.80
   146                          35938                                                             7,620.17
   147                                                                                                              763.96
   148                                                                                           30,632.25        1,359.00
   149                      14,375.00         2,700.00                        100,000.00         36,716.23        7,729.05
   150                                                                                           42,692.99
   151                                                                                                            4,575.20
   152                      66,914.00           233.58                         25,000.00         17,541.12
   153                                                                                           13,094.30        3,403.05
   154
   155                                                                                            9,512.14        1,817.81
   156
   157                                                                                           37,734.88        1,062.08
   158                                                                                           24,497.38       16,537.50
   159                                                                                            9,158.49        6,891.88
   160                                                                         50,000.00         47,969.01        1,429.23
   161                                                                         25,000.00          3,802.84        2,468.34
   162                                                                                            8,841.22
   163
   164                                      200,000.00                                           16,253.75        1,410.79
   165                                          592.00                                           22,333.43        3,058.82
   166                                          937.50                        300,000.00          4,170.57          255.42
   167                                                                                           12,416.60          895.08
   168                                                                                            9,676.08          839.65
   169                                                                                            5,581.34        2,549.84






               UPFRONT
                OTHER
  LOAN #       RESERVE                                           UPFRONT OTHER DESCRIPTION

    1            14,358.34    Ground Rent Escrow
   1.01
   1.02
   1.03
   1.04
   1.05
   1.06
   1.07
   1.08
   1.09
   1.10
   1.11
   1.12
   1.13
   1.14
   1.15
   1.16
   1.17
   1.18
    2            59,822.00     Ground Rent Escrow
   2.01
   2.02
   2.03
   2.04
   2.05
   2.06
   2.07
   2.08
   2.09
   2.10
    3
    4         1,915,166.00    Eddie Bauer Reserve, Not in Occupancy Reserve, Occupancy Reserve, CAM Charge Reserve, Promotional
                                   Fee Reserve, Nonconsolidation Opinion Reserve, Percentage Rent Reserve, Carousel Reserve,
                                   Free Rent Reserve
    5
    6
   6.01
   6.02
   6.03
   6.04
   6.05
   6.06
   6.07
   6.08
   6.09
   6.10
   6.11
   6.12
   6.13
    7
    8         1,000,000.00    Borrower's TILC Account
   8.01
   8.02
   8.03
    9         2,870,436.74     1953 Gallows Rd Pre-Existing TI/LC Funds (1,025,513.44); 1951 Kidwell Dr Pre-Existing TI/LC
                                   Funds (1,844,923.30)
   9.01
   9.02
    10          476,162.00     Rent Reserve (421,218.00) and Occupancy Reserve (54,944.00)
    11
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
    12
  12.01
  12.02
  12.03
  12.04
  12.05
  12.06
  12.07
  12.08
  12.09
  12.10
  12.11
  12.12
  12.13
  12.14
  12.15
  12.16
    13        5,106,263.26     GE Parallel Rent Reserve (537,600.00), GE Parrallel TI Reserve (4,375,000.00), Wells Fargo
                                   Reserve (193,663.26)
    14
  14.01
  14.02
  14.03
    15
    16
    17        3,010,054.68     Debt Service
    18
    19
  19.01
  19.02
    20
    21
    22
    23        5,576,135.00     First Energy Reserve
    24
  24.01
  24.02
  24.03
  24.04
  24.05
  24.06
  24.07
  24.08
  24.09
  24.10
  24.11
  24.12
  24.13
  24.14
  24.15
  24.16
  24.17
    25
    26
  26.01
  26.02
  26.03
  26.04
  26.05
  26.06
  26.07
  26.08
  26.09
  26.10
  26.11
  26.12
  26.13
  26.14
  26.15
  26.16
  26.17
  26.18
  26.19
  26.20
  26.21
    27
  27.01
  27.02
  27.03
  27.04
  27.05
  27.06
  27.07
  27.08
  27.09
  27.10
  27.11
  27.12
  27.13
  27.14
  27.15
  27.16
  27.17
  27.18
    28        2,500,000.00    Additional Proceeds
    29
  29.01
  29.02
  29.03
  29.04
    30
    31          730,000.00    Earnout Reserve Proceeds
  31.01
  31.02
    32           80,000.00     Linda's Hallmark Reserve
    33
    34
    35
    36
    37          239,428.18     Tenant Allowance Reserve
    38        1,561,000.00    Remeasurement and C4 Reserve
    39          375,000.00    Debt Service Reserve
    40
    41          125,000.00    DSCR Escrow
    42
    43
    44          156,600.00    Unit 210-250 Reserve (105,100.00); Unit 310 Reserve (51,500.00)
    45
    46
    47          442,085.00    Upfront Rental Income
    48           59,429.00     Free Rent Reserve
    49          200,000.00    Working Capital
  49.01
  49.02
    50
    51
    52            5,000.00    Slab Assessment Reserve
  52.01
  52.02
  52.03
  52.04
    53
    54           15,000.00    SNDA Holdback
    55        5,200,000.00    Holdback Reserve
    56
    57        1,000,000.00    Holdback Reserve
    58
  58.01
  58.02
  58.03
    59
    60           36,550.00    Lease up escrow.
    61          909,514.00     New Tenant Reserve
    62
  62.01
  62.02
    63
    64
    65            1,022.75    Water District Escrow
    66          367,500.00    BBB Rent Credit Reserve ($325,000) and Sports Authority Tax Escrow ($42,500)
    67        2,225,000.00    Goodwill space
    68          505,784.00    New Tenant Reserve
    69
    70
    71        5,056,460.00    Holdback Reserve, Debt Service Reserve - 6months
    72          900,000.00    Debt Service
    73
    74
    75          156,000.00
    76
    77
    78
    79           66,000.00    Holdback Reserve
    80          100,000.00    Lamps Plus TILC Reserve
    81          113,278.51    Debt Service
    82
    83
    84
    85          169,152.00    Lease Up Escrow(100,000.00); Holdback Escrow(69,152.00)
    86
    87          125,000.00    Holdback Reserve
    88
    89
    90          243,200.00    Debt Service Reserve (240,000.00); Tenant Estoppel Reserve (3,200.00)
    91          350,000.00    Holdback Reserve
    92
    93
    94
    95
    96
    97          368,000.00    Lease Holdback Reserve, Debt Service Reserve
    98
    99
   100
   101        1,012,602.00    Rent/Reimbursement Reserve
   102
   103
   104          200,000.00    Lennar Occupancy Reserve
   105          224,500.00     Laminate Kingdom Tenant Improvement Reserve
   106
   107
   108
   109
   110          660,000.00    Property Improvement Plan
   111
   112
   113
   114
   115
   116
   117           43,575.00    Ground Lease Reserve
   118           96,274.82    Holdback Escrow
   119
   120
   121           15,000.00    L&O Insurance Escrow
   122
   123
   124
   125           47,086.24    Separate Tax Lot Reserve (10,000.00), Debt Service Reserve (27,086.24) and Final C/O
                                   Reserve (10,000.00)
   126           26,500.00    Serendipity Lease Reserve (11,500.00) and Chiropractor Lease Reserve (15,000.00)
   127
   128           32,872.00    Party America Occupancy Reserve
   129
   130
   131
   132
   133
   134
   135
   136
   137           44,808.00    K-Beauty Occupancy Reserve (30,432.00); Barber Shop Occupancy Reserve (14,376.00)
   138
   139
   140
   141
   142           21,399.00    Holdback Escrow
   143
   144
   145
   146
   147           22,185.82    Debt Service
   148
   149
   150
   151
   152          250,000.00    Lease up escrow
   153
   154           15,614.20    Debt Service
   155
   156
   157
   158
   159          160,000.00    Liquidity Reserve
   160           70,000.00    Debt Service
   161            7,443.00    Verizon Reserve
   162
   163
   164
   165
   166
   167           66,000.00    Vicky Bakery Reserve
   168           14,997.00    Judgement Lien Reserve
   169






                     MONTHLY            MONTHLY    MONTHLY                    MONTHLY      MONTHLY                 OTHER
                      CAPEX             ENVIR.      TI/LC      MONTHLY RE    INSURANCE      OTHER                  MONTH
  LOAN #             RESERVE            RESERVE    RESERVE    TAX RESERVE     RESERVE      RESERVE              DESCRIPTION

    1                        39,267.35                           257,094.00   52,427.93      7,179.17   Ground Rent Escrow
   1.01
   1.02
   1.03
   1.04
   1.05
   1.06
   1.07
   1.08
   1.09
   1.10
   1.11
   1.12
   1.13
   1.14
   1.15
   1.16
   1.17
   1.18
    2             4% of Gross Revenues                            58,070.00   44,420.00     43,055.00   Ground Rent Escrow
   2.01
   2.02
   2.03
   2.04
   2.05
   2.06
   2.07
   2.08
   2.09
   2.10
    3
    4                         4,543.54             15,289.00      47,260.27   17,390.63
    5
    6                        19,851.11                           184,233.00   24,953.68
   6.01
   6.02
   6.03
   6.04
   6.05
   6.06
   6.07
   6.08
   6.09
   6.10
   6.11
   6.12
   6.13
    7                         5,516.78             42,295.28     128,668.41   23,574.51
    8                         8,416.00             84,154.00     181,528.00   10,895.00
   8.01
   8.02
   8.03
    9                         9,014.50                            62,437.50
   9.01
   9.02
    10                        3,854.00              5,000.00      27,594.22
    11            4% of Gross Revenues                           131,800.00   74,315.18
  11.01
  11.02
  11.03
  11.04
  11.05
  11.06
  11.07
  11.08
    12                       68,427.75                           102,647.30
  12.01
  12.02
  12.03
  12.04
  12.05
  12.06
  12.07
  12.08
  12.09
  12.10
  12.11
  12.12
  12.13
  12.14
  12.15
  12.16
    13                        5,286.00             10,417.00      46,142.36    7,596.09
    14
  14.01
  14.02
  14.03
    15                        4,270.00                            79,102.00   11,846.70
    16                                                             8,426.33    6,304.73
    17                                                            18,953.73
    18                       11,188.00                            45,644.58    6,691.15
    19                                                            29,361.00
  19.01
  19.02
    20                                                            12,191.00    2,067.98
    21
    22
    23                        2,784.83             35,608.00      51,091.88   18,444.91
    24                        5,015.15
  24.01
  24.02
  24.03
  24.04
  24.05
  24.06
  24.07
  24.08
  24.09
  24.10
  24.11
  24.12
  24.13
  24.14
  24.15
  24.16
  24.17
    25                        2,512.00             37,500.00      38,699.00    7,105.00
    26                        4,963.60
  26.01
  26.02
  26.03
  26.04
  26.05
  26.06
  26.07
  26.08
  26.09
  26.10
  26.11
  26.12
  26.13
  26.14
  26.15
  26.16
  26.17
  26.18
  26.19
  26.20
  26.21
    27                        4,386.31
  27.01
  27.02
  27.03
  27.04
  27.05
  27.06
  27.07
  27.08
  27.09
  27.10
  27.11
  27.12
  27.13
  27.14
  27.15
  27.16
  27.17
  27.18
    28                        2,660.16             16,552.70      33,617.44    6,766.46
    29                                                            13,998.68    4,802.09
  29.01
  29.02
  29.03
  29.04
    30                        2,928.00              9,703.00      91,936.71
    31                        2,003.38              8,681.29      35,955.83    1,848.17
  31.01
  31.02
    32                        1,456.00              6,500.00      20,909.70    1,463.79
    33
    34                        1,457.72                            12,081.08    3,340.42
    35                        1,103.39              1,324.07      18,010.00    5,747.70
    36                                                            61,285.00    5,354.17
    37                        2,025.00              3,334.00      28,075.00
    38                          609.56              4,388.85      16,019.41    7,531.63
    39                        1,037.00              4,146.00      10,221.00    3,104.00
    40
    41                       14,301.75                             6,824.80    3,527.48
    42                                                            44,128.87    1,101.63
    43                        2,421.62             17,435.64      58,964.06    4,157.00
    44                        1,125.00              5,000.00      10,709.97    2,774.71
    45
    46                        5,025.00                             2,490.40    6,729.12
    47                                              9,992.00      11,217.00    1,147.00
    48                        2,119.00                            35,548.89    2,712.50
    49                                                            25,480.00    2,097.00
  49.01
  49.02
    50                        6,542.00                            17,514.85    4,669.35
    51                          892.00              6,000.00      11,872.34
    52                        6,194.84             18,055.00      31,816.32    3,161.00
  52.01
  52.02
  52.03
  52.04
    53                        2,017.00                            20,408.81
    54                                                            13,530.74    1,522.50
    55                        1,274.00                            10,107.00
    56                        1,805.00                            25,935.00    1,745.54
    57                                                             8,617.69    1,622.95
    58                                             22,000.00                     450.45
  58.01
  58.02
  58.03
    59                          721.00              6,000.00       6,277.33    2,214.22
    60                          892.83              1,250.00       9,887.50    4,979.45
    61                        1,568.00              2,500.00      10,599.96
    62                          833.04              6,331.09       3,235.21    1,526.09
  62.01
  62.02
    63                          953.00              4,167.00      11,507.50    1,642.38
    64                        4,028.21                            13,643.50
    65                          500.00                            12,808.56
    66                          400.48                                           168.00
    67                        1,291.00              5,508.00      15,450.00    2,260.00
    68                        1,403.00              3,000.00       4,585.77
    69                                              8,333.00      10,929.86    4,001.63
    70                        1,900.00
    71                        1,200.00                             5,400.00    1,550.76
    72                        2,591.00                            17,202.71
    73                        7,750.00                            21,794.00    6,050.36
    74                        1,228.92                             9,192.31
    75                        1,518.17              1,667.00      14,955.82
    76                        1,913.00              5,000.00      12,469.14    1,178.28
    77                          534.00              2,333.00       7,827.25    1,308.56
    78                        1,749.00              4,947.00      24,877.60
    79                          773.17              4,653.67       8,232.96    1,333.08
    80                          742.00              9,333.00       7,532.32    3,992.54
    81            4% of Gross Revenues                            11,447.05   11,407.64     11,891.16   Debt Service
    82                        4,785.00                             8,230.51
    83                        1,813.00                             4,442.29    1,658.91        953.00    TI/LC Reserve
    84                          612.00              5,300.00       7,691.60
    85                          292.67              2,777.78
    86                          775.20                             8,663.25
    87                        9,174.00                             2,933.07
    88                          833.33                             7,431.35      597.40
    89                          502.73                             7,192.87    1,278.00
    90                          865.00              1,375.00       8,400.00    1,889.74
    91                        2,158.16              2,500.00       5,280.00    1,732.00
    92                          218.30
    93                        5,518.17              4,167.00      10,049.85    1,818.60
    94                                                             2,702.07    1,575.00
    95                        1,010.00              5,000.00      10,189.71      567.44
    96                          550.00                             4,056.80    1,044.58
    97                          165.58                938.26       2,889.42    1,135.08
    98                        6,275.00                             5,967.42    3,927.26
    99                        1,316.33                                           254.04
   100            4% of Gross Revenues                             6,148.31    3,581.46
   101                          894.00              1,667.00       2,458.49    1,185.19
   102                          517.33              2,241.80       5,990.00      790.00
   103                          842.00                             9,798.05
   104                          908.00              1,667.00       2,360.55    1,132.78
   105                          624.00                             3,238.09      933.80
   106                        3,626.00                            10,851.58
   107
   108
   109                          750.00                             6,698.26
   110                        8,304.37                             3,591.51    1,708.96
   111                        9,078.09                             7,956.49    1,703.89
   112                          456.00              3,470.00       9,196.66    1,061.38
   113                          934.61              2,429.98       6,904.78    2,740.50
   114                                                             5,290.00      725.00
   115                        4,667.00                            19,752.87    1,034.25
   116                          152.93                955.83       8,580.00
   117                                              3,300.00       7,435.97
   118                                              1,667.00       8,250.00    1,326.76
   119                        1,354.00              1,667.00       4,500.00    1,769.86
   120                          189.00                             4,185.93      267.93
   121                        3,382.29              2,818.58      15,205.38    5,831.35
   122                                                             7,000.00    2,472.65
   123                        1,680.00              2,778.00       7,838.82    1,386.18
   124                          640.00                             3,080.50      505.31
   125
   126                          504.00              2,917.00       6,151.28      971.60
   127                        2,474.00                             4,476.95    2,167.55
   128                          315.00                610.00       4,908.48      198.80
   129            4% of Gross Revenues                            10,565.49    4,663.06
   130                        1,134.17                             3,486.90    1,270.15      2,559.07   Ground Lease Reserve
   131                          359.20                538.80       5,555.26
   132                        1,467.46                            11,528.13    3,316.16
   133                                                             4,384.40      974.84
   134                          534.00              1,780.00       5,606.17    1,291.59
   135                        2,600.00                             4,018.20    1,914.83
   136                        1,583.00                             7,953.98    1,448.65
   137                        1,026.00              2,083.00       3,845.65      833.00
   138                          699.27              3,985.82       9,975.00      487.64
   139                        2,250.00                             3,156.00    2,751.00
   140                        1,209.58                             5,037.21      875.88
   141                          324.00              3,333.00       2,170.86      961.89
   142                          207.00              1,075.00                     315.00
   143                          618.00                             1,905.00      838.00
   144                        1,273.01                               263.88      489.75
   145                        2,170.93                             1,573.25    1,674.23
   146                          522.00              4,167.00       3,810.09      542.50
   147                          791.00              1,324.79                     763.96
   148                          217.39              1,150.00       3,063.23      679.50
   149
   150                          386.60                             4,743.67
   151                                                             2,646.35      571.90
   152                          233.58                             3,508.23
   153                          331.29              2,380.66       2,618.85      610.93
   154
   155                          424.00              1,250.00       3,170.71      454.45
   156                          200.00
   157                          866.82              2,167.04       4,716.86    1,062.08
   158            4% of Gross Revenues                             2,041.45    2,362.50
   159                          896.00                             9,158.49      765.76
   160                          707.00              3,717.00       4,796.90      714.61
   161                          625.00                             1,901.42    1,234.17
   162                        1,625.00                             1,832.28
   163                          129.20
   164                          635.55              1,059.25       6,772.10      705.39
   165                          592.00                             2,233.34      436.98
   166                          501.65                             1,197.92      255.42
   167                                                             2,069.43      895.08
   168                          316.50                791.25       1,075.12      839.65
   169                                                               620.15      364.26






                  TOTAL                    UNIT OF          GRACE          LOAN
   LOAN #        SF/UNITS                  MEASURE          PERIOD        GROUP

     1                  3,141,388     SF                      0             1
    1.01                  203,904     SF                                    1
    1.02                  276,460     SF                                    1
    1.03                  286,405     SF                                    1
    1.04                  133,520     SF                                    1
    1.05                  289,119     SF                                    1
    1.06                  204,609     SF                                    1
    1.07                  195,413     SF                                    1
    1.08                  208,123     SF                                    1
    1.09                  179,973     SF                                    1
    1.10                  169,032     SF                                    1
    1.11                  171,224     SF                                    1
    1.12                  235,725     SF                                    1
    1.13                  165,315     SF                                    1
    1.14                   63,392     SF                                    1
    1.15                  126,427     SF                                    1
    1.16                   74,017     SF                                    1
    1.17                   87,240     SF                                    1
    1.18                   71,490     SF                                    1
     2                      1,703     Rooms                   0             1
    2.01                      350     Rooms                                 1
    2.02                      160     Rooms                                 1
    2.03                      220     Rooms                                 1
    2.04                      144     Rooms                                 1
    2.05                      168     Rooms                                 1
    2.06                      124     Rooms                                 1
    2.07                      151     Rooms                                 1
    2.08                      130     Rooms                                 1
    2.09                      136     Rooms                                 1
    2.10                      120     Rooms                                 1
     3                    660,671     SF                      5             1
     4                    544,175     SF                      0             1
     5                  2,706,510     SF                      5             1
     6                  1,588,089     SF                      0             1
    6.01                  125,298     SF                                    1
    6.02                  169,003     SF                                    1
    6.03                  152,025     SF                                    1
    6.04                   86,010     SF                                    1
    6.05                  180,346     SF                                    1
    6.06                  150,164     SF                                    1
    6.07                  152,144     SF                                    1
    6.08                  100,277     SF                                    1
    6.09                  107,080     SF                                    1
    6.10                   84,054     SF                                    1
    6.11                   58,025     SF                                    1
    6.12                  135,942     SF                                    1
    6.13                   87,721     SF                                    1
     7                    441,341     SF                      0             1
     8                  1,005,787     SF                      0             1
    8.01                  283,668     SF                                    1
    8.02                  372,550     SF                                    1
    8.03                  349,569     SF                                    1
     9                    431,861     SF                      0             1
    9.01                  256,272     SF                                    1
    9.02                  175,589     SF                                    1
     10                   331,742     SF                      5             1
     11                     1,331     Rooms                   0             1
   11.01                      219     Rooms                                 1
   11.02                      152     Rooms                                 1
   11.03                      191     Rooms                                 1
   11.04                      282     Rooms                                 1
   11.05                       96     Rooms                                 1
   11.06                      100     Rooms                                 1
   11.07                      158     Rooms                                 1
   11.08                      133     Rooms                                 1
     12                     1,169     Rooms                   0             1
   12.01                       72     Rooms                                 1
   12.02                       79     Rooms                                 1
   12.03                       80     Rooms                                 1
   12.04                       64     Rooms                                 1
   12.05                      100     Rooms                                 1
   12.06                       79     Rooms                                 1
   12.07                       65     Rooms                                 1
   12.08                       86     Rooms                                 1
   12.09                       82     Rooms                                 1
   12.10                       75     Rooms                                 1
   12.11                       64     Rooms                                 1
   12.12                       63     Rooms                                 1
   12.13                       64     Rooms                                 1
   12.14                       63     Rooms                                 1
   12.15                       69     Rooms                                 1
   12.16                       64     Rooms                                 1
     13                   427,888     SF                      0             1
     14                   387,842     SF                      0             1
   14.01                  214,150     SF                                    1
   14.02                  105,692     SF                                    1
   14.03                   68,000     SF                                    1
     15                   341,600     SF                      0             1
     16                       171     Units                   5             1
     17                   283,110     SF                      5             1
     18                       537     Units                   5             2
     19                   223,230     SF                      0             1
   19.01                  193,220     SF                                    1
   19.02                   30,010     SF                                    1
     20                   122,742     SF                      5             1
     21                   517,244     SF                      0             1
     22                   311,470     SF                      0             1
     23                   335,736     SF                      5             1
     24                   401,212     SF                      5             1
   24.01                   62,075     SF                                    1
   24.02                   32,008     SF                                    1
   24.03                   20,220     SF                                    1
   24.04                   26,564     SF                                    1
   24.05                   35,700     SF                                    1
   24.06                   14,176     SF                                    1
   24.07                   25,055     SF                                    1
   24.08                   26,796     SF                                    1
   24.09                   25,100     SF                                    1
   24.10                   29,266     SF                                    1
   24.11                   29,650     SF                                    1
   24.12                   16,305     SF                                    1
   24.13                   17,450     SF                                    1
   24.14                   10,156     SF                                    1
   24.15                    9,995     SF                                    1
   24.16                   15,696     SF                                    1
   24.17                    5,000     SF                                    1
     25                    86,192     SF                      0             1
     26                   397,088     SF                      5             1
   26.01                   54,149     SF                                    1
   26.02                   27,622     SF                                    1
   26.03                   18,371     SF                                    1
   26.04                   30,814     SF                                    1
   26.05                   17,980     SF                                    1
   26.06                   29,750     SF                                    1
   26.07                   34,761     SF                                    1
   26.08                   34,767     SF                                    1
   26.09                   11,660     SF                                    1
   26.10                   18,300     SF                                    1
   26.11                   15,000     SF                                    1
   26.12                   12,804     SF                                    1
   26.13                   11,000     SF                                    1
   26.14                   11,121     SF                                    1
   26.15                   13,079     SF                                    1
   26.16                   10,150     SF                                    1
   26.17                   10,125     SF                                    1
   26.18                    8,392     SF                                    1
   26.19                    6,961     SF                                    1
   26.20                    7,575     SF                                    1
   26.21                   12,707     SF                                    1
     27                   350,905     SF                      5             1
   27.01                   42,776     SF                                    1
   27.02                   45,973     SF                                    1
   27.03                   14,143     SF                                    1
   27.04                   16,690     SF                                    1
   27.05                   32,868     SF                                    1
   27.06                   22,490     SF                                    1
   27.07                   24,425     SF                                    1
   27.08                   11,722     SF                                    1
   27.09                   10,375     SF                                    1
   27.10                   23,024     SF                                    1
   27.11                   17,217     SF                                    1
   27.12                   12,610     SF                                    1
   27.13                   19,950     SF                                    1
   27.14                    7,124     SF                                    1
   27.15                   10,019     SF                                    1
   27.16                    8,600     SF                                    1
   27.17                   18,569     SF                                    1
   27.18                   12,330     SF                                    1
     28                   331,054     SF                      0             1
     29                    60,869     SF                      5             1
   29.01                   14,314     SF                                    1
   29.02                   21,200     SF                                    1
   29.03                   14,647     SF                                    1
   29.04                   10,708     SF                                    1
     30                   159,690     SF                      5             1
     31                   159,625     SF                      0             1
   31.01                   91,611     SF                                    1
   31.02                   68,014     SF                                    1
     32                   127,580     SF                      5             1
     33                   143,620     SF                      5             1
     34                   116,617     SF                      0             1
     35                   101,211     SF                      0             1
     36                   205,550     SF                      0             1
     37                    94,689     SF                      5             1
     38                    45,796     SF                      0             1
     39                    82,898     SF                      0             1
     40                       171     Units                   5             1
     41                       311     Units                   5             2
     42                    73,339     SF                      5             1
     43                   145,378     SF                      0             1
     44                    90,032     SF                      5             1
     45                   127,246     SF                      5             1
     46                       201     Units                   5             2
     47                   105,853     SF                      0             1
     48                   101,716     SF                      5             1
     49                   176,042     SF                      0             1
   49.01                  103,131     SF                                    1
   49.02                   72,911     SF                                    1
     50                       314     Units                   5             2
     51                    66,895     SF                      5             1
     52                   365,430     SF                      0             1
   52.01                  163,952     SF                                    1
   52.02                   84,500     SF                                    1
   52.03                   70,837     SF                                    1
   52.04                   46,141     SF                                    1
     53                   110,006     SF                      5             1
     54                   145,957     SF                      5             1
     55                    76,539     SF                      0             1
     56                   108,288     SF                      0             1
     57                       304     Pads                    0             1
     58                   458,148     SF                      5             1
   58.01                  197,690     SF                                    1
   58.02                  124,588     SF                                    1
   58.03                  135,870     SF                                    1
     59                    61,897     SF                      5             1
     60                    71,428     SF                      5             1
     61                   125,370     SF                      5             1
     62                    66,862     SF                      0             1
   62.01                   48,669     SF                                    1
   62.02                   18,193     SF                                    1
     63                    42,354     SF                      5             1
     64                   323,457     SF                      0             1
     65                    40,000     SF                      5             1
     66                    96,114     SF                      5             1
     67                   103,267     SF                      0             1
     68                   112,277     SF                      5             1
     69                    97,817     SF                      0             1
     70                   152,000     SF                      0             1
     71                        48     Units                   0             1
     72                   100,295     SF                      5             1
     73                       372     Units                   0             2
     74                    98,313     SF                      5             1
     75                   130,701     SF                      5             1
     76                    98,085     SF                      5             1
     77                    42,687     SF                      5             1
     78                   139,955     SF                      5             1
     79                    46,390     SF                      0             1
     80                    36,597     SF                      5             1
     81                       222     Rooms                   5             1
     82                       110     Units                   5             1
     83                        87     Units                   5             2
     84                    45,886     SF                      5             1
     85                    23,413     SF                      5             1
     86                    62,016     SF                      0             1
     87                       128     Rooms                   0             1
     88                    46,219     SF                      5             1
     89                    40,218     SF                      0             1
     90                    57,673     SF                      5             1
     91                   142,725     SF                      0             1
     92                    26,186     SF                      0             1
     93                    79,140     SF                      5             1
     94                        80     Units                   5             2
     95                    48,492     SF                      5             1
     96                    33,014     SF                      5             1
     97                    57,419     SF                      0             1
     98                       289     Units                   5             2
     99                   105,462     SF                      0             1
    100                        80     Rooms                   5             1
    101                    71,492     SF                      5             1
    102                    41,387     SF                      0             1
    103                    50,449     SF                      5             1
    104                    72,630     SF                      5             1
    105                    49,832     SF                      5             1
    106                        84     Units                   5             1
    107                    27,200     SF                      5             1
    108                    79,306     SF                      5             1
    109                    54,899     SF                      0             1
    110                        90     Rooms                   0             1
    111                        49     Rooms                   0             1
    112                    40,010     SF                      5             1
    113                   111,100     SF                      0             1
    114                    99,375     SF                      0             1
    115                       160     Beds                    5             1
    116                     9,176     SF                      0             1
    117                    74,525     SF                      5             1
    118                    42,523     SF                      5             1
    119                   135,745     SF                      5             1
    120                    21,320     SF                      5             1
    121                   225,486     SF                      0             1
    122                        70     Units                   5             1
    123                   118,569     SF                      5             1
    124                    34,932     SF                      5             1
    125                     3,800     SF                      5             1
    126                    40,354     SF                      5             1
    127                    61,848     SF                      5             1
    128                    25,235     SF                      5             1
    129                        77     Rooms                   5             1
    130                    90,495     SF                      0             1
    131                    21,551     SF                      0             1
    132                        69     Units                   0             2
    133                    34,697     SF                      0             1
    134                    42,728     SF                      5             1
    135                       120     Units                   0             2
    136                        76     Units                   5             1
    137                    64,774     SF                      5             1
    138                    41,956     SF                      0             1
    139                       108     Units                   0             2
    140                    96,765     SF                      0             1
    141                    25,958     SF                      5             1
    142                    16,580     SF                      5             1
    143                    37,066     SF                      0             1
    144                   101,841     SF                      0             1
    145                       108     Units                   5             2
    146                    31,326     SF                      5             1
    147                    63,275     SF                      5             1
    148                    21,739     SF                      0             1
    149                    18,000     SF                      5             1
    150                    30,928     SF                      0             1
    151                    60,925     SF                      5             1
    152                    80,931     SF                      5             1
    153                    26,503     SF                      0             1
    154                    13,824     SF                      5             1
    155                    20,324     SF                      5             1
    156                    23,942     SF                      5             1
    157                    52,009     SF                      0             1
    158                        50     Rooms                   5             1
    159                    71,680     SF                      5             1
    160                    32,875     SF                      5             1
    161                    18,883     SF                      0             1
    162                        78     Units                   0             2
    163                    10,125     SF                      0             1
    164                    49,995     SF                      0             1
    165                    47,560     SF                      5             1
    166                    30,099     SF                      0             1
    167                     9,594     SF                      0             1
    168                    18,990     SF                      0             1
    169                     6,000     SF                      0             1




                                   SCHEDULE II

           LIST OF MORTGAGE LOANS WITH SECURED CREDITOR ENVIRONMENTAL
                               INSURANCE POLICIES

                                     [NONE.]


                                      II-1



                                  SCHEDULE III

                                   [RESERVED.]


                                      III-1



                                   SCHEDULE IV

                      CLASS A-SB PLANNED PRINCIPAL BALANCE


                                      IV-1



                                   SCHEDULE V

         LIST OF SUB-SERVICING AGREEMENTS IN EFFECT ON THE CLOSING DATE

     1. Subservicing Agreement, dated as of December 1, 2005, by and between
KeyCorp Real Estate Capital Markets, Inc. and Midland Loan Services, Inc.

     2. Subservicing Agreement, dated as of December 1, 2005, by and between
KeyCorp Real Estate Capital Markets, Inc. and Laureate Capital LLC.

     3. Subservicing Agreement, dated as of December 1, 2005, by and between
KeyCorp Real Estate Capital Markets, Inc. and Wachovia Bank, National
Association.

     4. Subservicing Agreement, December 1, 2005, by and between KeyCorp Real
Estate Capital Markets, Inc. and GMAC Commercial Mortgage Corporation.


                                       V-1



                                   SCHEDULE VI

                        LIST OF MORTGAGE LOANS REQUIRING
                        OPERATIONS AND MAINTENANCE PLANS


Waterfall Plaza
Westchester Neighborhood School
Monroe Plaza Shopping Center
Raymour & Flanigan
Orchard Hardware Plaza
Chase Village Apartements
Auburn Hills Facilities
Camp Hill
Oak Brook International Office Center
Browntown Shopping Center
Millburn Mall
156 William Street
120 Bloomingdale
1100 Buckingham Street
Worthing Place Apartments
Paramus - Medical
Laurel Inn
Carnivale/Project 84
Latina Warehouse
39-41 North Fullerton Apartments
Maryland Gardens
Imperial Medical Office Building
Mondo Building
Glen Arbor Apartments
Fitch Building Complex
47 Louise Street
International Home Furnishings Center


                                      VI-1



                  CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

   Date      Principal Balance
----------   -----------------
 12/7/2005     176,000,000.00
 1/12/2006     176,000,000.00
 2/12/2006     176,000,000.00
 3/12/2006     176,000,000.00
 4/12/2006     176,000,000.00
 5/12/2006     176,000,000.00
 6/12/2006     176,000,000.00
 7/12/2006     176,000,000.00
 8/12/2006     176,000,000.00
 9/12/2006     176,000,000.00
10/12/2006     176,000,000.00
11/12/2006     176,000,000.00
12/12/2006     176,000,000.00
 1/12/2007     176,000,000.00
 2/12/2007     176,000,000.00
 3/12/2007     176,000,000.00
 4/12/2007     176,000,000.00
 5/12/2007     176,000,000.00
 6/12/2007     176,000,000.00
 7/12/2007     176,000,000.00
 8/12/2007     176,000,000.00
 9/12/2007     176,000,000.00
10/12/2007     176,000,000.00
11/12/2007     176,000,000.00
12/12/2007     176,000,000.00
 1/12/2008     176,000,000.00
 2/12/2008     176,000,000.00
 3/12/2008     176,000,000.00
 4/12/2008     176,000,000.00
 5/12/2008     176,000,000.00
 6/12/2008     176,000,000.00
 7/12/2008     176,000,000.00
 8/12/2008     176,000,000.00
 9/12/2008     176,000,000.00
10/12/2008     176,000,000.00
11/12/2008     176,000,000.00
12/12/2008     176,000,000.00
 1/12/2009     176,000,000.00
 2/12/2009     176,000,000.00
 3/12/2009     176,000,000.00
 4/12/2009     176,000,000.00
 5/12/2009     176,000,000.00
 6/12/2009     176,000,000.00
 7/12/2009     176,000,000.00
 8/12/2009     176,000,000.00
 9/12/2009     176,000,000.00
10/12/2009     176,000,000.00
11/12/2009     176,000,000.00
12/12/2009     176,000,000.00
 1/12/2010     176,000,000.00
 2/12/2010     176,000,000.00
 3/12/2010     176,000,000.00
 4/12/2010     176,000,000.00
 5/12/2010     176,000,000.00
 6/12/2010     176,000,000.00
 7/12/2010     176,000,000.00
 8/12/2010     176,000,000.00
 9/12/2010     176,000,000.00
10/12/2010     176,000,000.00
11/12/2010     176,000,000.00
12/12/2010     172,861,486.75
 1/12/2011     169,774,607.64
 2/12/2011     166,673,653.94
 3/12/2011     162,628,590.27
 4/12/2011     159,495,045.90
 5/12/2011     156,038,276.94
 6/12/2011     152,874,679.98
 7/12/2011     149,388,692.52
 8/12/2011     146,194,771.94
 9/12/2011     142,986,287.26
10/12/2011     139,456,657.85
11/12/2011     136,217,444.71
12/12/2011     132,657,939.67
 1/12/2012     129,387,720.91
 2/12/2012     126,102,589.13
 3/12/2012     116,582,363.99
 4/12/2012     113,273,721.72
 5/12/2012     109,647,805.48
 6/12/2012     106,307,532.64
 7/12/2012     102,650,863.66
 8/12/2012      98,879,423.23
 9/12/2012      95,107,982.81
10/12/2012      91,336,542.38
11/12/2012      87,565,101.95
12/12/2012      84,319,797.36
 1/12/2013      81,321,367.33
 2/12/2013      78,309,112.51
 3/12/2013      74,501,573.77
 4/12/2013      71,457,873.48
 5/12/2013      68,140,690.58
 6/12/2013      65,067,660.88
 7/12/2013      61,721,960.90
 8/12/2013      58,619,334.50
 9/12/2013      55,502,401.85
10/12/2013      52,114,014.82
11/12/2013      48,967,085.35
12/12/2013      45,549,532.31
 1/12/2014      42,372,332.64
 2/12/2014      39,180,482.12
 3/12/2014      35,209,930.27
 4/12/2014      31,985,051.14
 5/12/2014      28,491,707.51
 6/12/2014      25,235,847.73
 7/12/2014      21,712,381.49
 8/12/2014      18,425,258.68
 9/12/2014      15,122,977.04
10/12/2014      11,554,374.58
11/12/2014       8,220,406.78
12/12/2014       4,620,995.75
 1/12/2015       1,255,052.98
 2/12/2015               0.00






                                  SCHEDULE VII

                      LIST OF MERRILL TRUST MORTGAGE LOANS
                WITH LATE PAYMENT CHARGES DUE PRIOR TO EXPIRATION
                       OF THEIR PAYMENT DATE GRACE PERIODS


                                      VII-1



                                  SCHEDULE VIII

                           LIST OF BROKER STRIP LOANS

          The following table sets forth the Broker Strip Loans (in each case
identified by the name assigned to such Broker Strip Loan on the Mortgage Loan
Schedule), and with respect to each Broker Strip Loan, the Broker Strip Rate and
the Broker Payee for the subject Broker Strip Loan.

LOAN NO. :         LOAN NAME:        BROKER STRIP RATE:    BROKER STRIP PAYEE:
----------   ---------------------   ------------------   ---------------------
010027878    Groveport Square        5bp                  Pace Financial
             Neighborhood Shopping
010028546    Branbury Apartments     5bp                  Elliot Bay Commercial
010027921    Centennial-Hanford      5bp                  Sunrise Mortgage
             Center PH I-C


                                     VIII-1



                                   EXHIBIT A-1

                FORM OF CLASS A-1, A-1D, A-2, A-2FL, A-3, A-4FL,
                      A-5, A-SB, A-6 AND A-1A CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
    CLASS [A-1] [A-1D] [A-2] [A-2FL] [A-3] [A-4FL] [A-5] [A-SB] [A-6] [A-1A]
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

Pass-Through Rate: [___% per annum]        Initial Certificate Principal Balance
[Variable]                                 of this Certificate as of the Closing
                                           Date: $____________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
December 1, 2005                           Class [A-1] [A-1D] [A-2] [A-2FL]
                                           [A-3] [A-4] [A-4FL] [A-5] [A-SB]
                                           [A-6] [A-1A] Certificates as of the
                                           Closing Date: $____________

Closing Date: December 7, 2005             Aggregate unpaid principal balance of
                                           the Mortgage Pool as of the Cut-off
First Distribution Date: January 12,       Date, after deducting payments of
2006                                       principal due on or before such date
                                           (the "Initial Pool Balance"):
                                           $3,073,749,461

Master Servicer: KeyCorp Real Estate       Trustee: LaSalle Bank National
Capital Markets, Inc.                      Association

Special Servicer: J.E. Robert Company,     Fiscal Agent: ABN AMRO Bank N.V.
Inc.

Certificate No. [A-1] [A-1D] [A-2]         CUSIP No.: 59022H
[A-2FL] [A-3] [A-4] [A-4FL] [A-5] [A-SB]
[A-6] [A-1A]

                                           ISIN No.:


                                      A-1-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

[EXCEPT FOR CLASS A-2FL AND A-4FL CERTIFICATES: 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 CODE.]

[FOR CLASS A-2FL AND A-4FL CERTIFICATES ONLY: SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST
IN A GRANTOR TRUST THE ASSETS OF WHICH CONSIST PRIMARILY OF AN INTEREST RATE
SWAP AGREEMENT AND 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 CODE.]


                                      A-1-2



[FOR CLASS A-2FL AND A-4FL CERTIFICATES ONLY: THE PASS-THROUGH RATE ON THIS
CERTIFICATE IS BASED UPON LIBOR AND THEREFORE IS SUBJECT TO CHANGE OVER TIME
BASED UPON CHANGES IN THE RATE OF LIBOR. IN ADDITION, THE PASS-THROUGH RATE ON
THIS CLASS [A-2FL/A-4FL] CERTIFICATE MAY CONVERT TO A DIFFERENT PER ANNUM RATE
UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

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 Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), J.E. Robert Company, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), and LaSalle Bank National Association, as trustee (the
"Trustee", which term includes any successor entity under the Agreement), and
ABN AMRO Bank N.V., as fiscal agent (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. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 12th day of any given month, or if the 12th day is not a Business Day, on
the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs; provided
that the initial Record Date will be the Closing Date. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in 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 written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional


                                      A-1-3



Trust Fund Expense previously allocated to this Certificate) will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. 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 appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          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 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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the Certificates
are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class 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 Certificates, but the Trustee or 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.

          [FOR BOOK ENTRY 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.


                                      A-1-4



          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

          Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record Date as the
owner hereof for the purpose of receiving distributions pursuant to the
Agreement and may treat the person in whose name this Certificate is registered
as of the relevant date of determination as owner of this Certificate for all
other 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.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust 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) on or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by
the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust and (iii) the exchange by the holder of certain remaining outstanding
Classes of Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) 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 approximately 1.0% of the Initial
Pool Balance. In addition, following the date on which the total principal
balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class
A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class
B, Class C and Class D Certificates is reduced to zero, any single Holder of
each outstanding Class of Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) may, subject to such other conditions as may be set
forth in the Agreement, exchange those Certificates for all Mortgage Loans and
REO Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust Fund at the time
of the exchange.

          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 thereunder
and the rights of the Certificateholders thereunder, at any time by the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights. 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


                                      A-1-5



permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of each of REMIC I and REMIC II as a REMIC,
without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-1-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-1] [A-1D] [A-2] [A-2FL] [A-3] [A-4]
[A-4FL] [A-5] [A-SB] [A-1A] Certificates referred to in the within-mentioned
Agreement.

Dated: December 7, 2005

                                           LASALLE BANK NATIONAL ASSOCIATION
                                           as Authenticating Agent


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                                      A-1-7



                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
          Pass-Through Certificate of a like Percentage Interest and Class to
          the above named assignee and delivery of such Commercial Mortgage
          Pass-Through Certificate to the following address: ___________________
          ______________________________________________________________________
          ______________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            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.


                                      A-1-8



                                   EXHIBIT A-2

                                   [RESERVED]


                                      A-2-1






                                   EXHIBIT A-3

                          FORM OF CLASS X CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
              CLASS X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.




Pass-Through Rate:  Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $_____________

Date of Pooling and Servicing Agreement:                         Original Class X Notional Amount of all the Class X
December 1, 2005                                                 Certificates as of the Closing Date:
                                                                 $_____________

Closing Date:  December 7, 2005                                  Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date:  January 12, 2006                       due on or before such date (the "Initial Pool Balance"):
                                                                 $3,073,749,461

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.      Trustee:  LaSalle Bank National Association

Special Servicer:  J.E. Robert Company, Inc.                     Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No.  X -                                             CUSIP No.:  59022H

                                                                 ISIN No.:













                                     A-3-1






[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE 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 CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE



                                     A-3-2






A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY
DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS
OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH 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 Certificate (obtained by
dividing the notional principal amount of this Certificate (its "Certificate
Notional Amount") as of the Closing Date by the aggregate notional principal
amount of all the Certificates of the same Class as this Certificate (their
"Class Notional Amount") as of the Closing Date) in that certain beneficial
ownership interest in the Trust evidenced by all the Certificates of the same
Class as this Certificate. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), J.E.
Robert Company, Inc., as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement), and ABN AMRO Bank N.V., as fiscal agent (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. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 12th day of any given month, or if the 12th day is not a Business
Day, on the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs; provided that the initial Record Date will be the Closing
Date. All distributions made under the Agreement in respect of this Certificate
will be made by the Trustee by wire transfer in 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 written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, no later than) the
Record Date for such distribution (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.



                                     A-3-3






                  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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the
Certificates are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any of their respective Affiliates or, if this Certificate
is a Global Certificate, a Transfer of this Certificate to a successor
Depository or to the applicable Certificate Owner in accordance with Section
5.03 of the Agreement), 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 E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit E-2A to the Agreement or as Exhibit E-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and 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. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have



                                     A-3-4







represented and warranted that all the certifications set forth in either
Exhibit E-2A or Exhibit E-2B attached to the Agreement are, with respect to the
subject Transfer, true and correct.

                  If this Certificate constitutes a Rule 144A Global Certificate
and a Transfer of any interest herein is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either: (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit E-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such Transferee is a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act. Except as discussed below, an interest in a Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates may
not be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate and any Transferee of an interest herein does not,
in connection with the subject Transfer, deliver to the Transferor the Opinion
of Counsel or the certification described in the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct. No beneficial interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates may be held by any Person that is not a Qualified Institutional
Buyer.

                  Notwithstanding the preceding paragraph, any interest in the
Rule 144A Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Non-United States Securities Person who
takes delivery in the form of a beneficial interest in the Regulation S Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such Transfer (i) complies with the requirements for
Transfers of interests in such Regulation S Global Certificate set forth in the
following paragraph and (ii) delivers or causes to be delivered to the
Certificate Registrar and the Trustee (A) a certificate from such Certificate
Owner confirming its ownership of the beneficial interests in the subject Class
of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the
certificate to be obtained by such Certificate Owner from its prospective
Transferee in accordance with the second sentence of the following paragraph and
(C) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee,
as transfer agent for the Depository, to approve the debit of the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and approve the credit of the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, that is
equal to the denomination of beneficial interests in the subject Class of
Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the
Certificate Registrar and the Trustee of such certifications and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

                  No beneficial interest in the Regulation S Global Certificate
for any Class of Book-Entry Non-Registered Certificates may be held by any
Person that is a United States Securities Person. Any Certificate Owner desiring
to effect any Transfer of a beneficial interest in the Regulation S Global





                                     A-3-5






Certificate for any Class of Book-Entry Non-Registered Certificates shall be
required to obtain from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit E-2D to the Agreement
to the effect that such Transferee is not a United States Securities Person. If
any Transferee of an interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates does not, in connection with the
subject Transfer, deliver to the Transferor the certification described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit E-2D to the Agreement
are, with respect to the subject Transfer, true and correct.

                  Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third preceding paragraph and (ii) delivers or causes to be delivered to the
Certificate Registrar and the Trustee (A) a certificate from such Certificate
Owner confirming its ownership of the beneficial interests in the subject Class
of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the
certificate or Opinion of Counsel to be obtained by such Certificate Owner from
its prospective Transferee in accordance with the first sentence of the third
preceding paragraph and (C) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to
direct the Trustee to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the subject Class of Book-Entry Non-Registered Certificates to be
transferred. Upon delivery to the Certificate Registrar and the Trustee of such
certification(s) and/or Opinion of Counsel and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
in respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Rule 144A Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

                  Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fourth preceding paragraph and (ii) such written orders and instructions as are
required under the applicable procedures of the Depository to direct the Trustee
to debit the account of a Depository Participant by the denomination of the
transferred interests in such Global Certificate. Upon delivery to the
Certificate Registrar and the Trustee of the certifications and/or opinions
contemplated by the fourth preceding paragraph, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Global Certificate by the denomination of the
transferred interests in such Global Certificate, and shall cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.




                                     A-3-6






                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, 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 this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Countrywide Securities Corporation, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or
any of their respective Affiliates or, if this Certificate constitutes a Global
Certificate, any Transfer of this Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, and, if
this Certificate constitutes a Global Certificate, any Certificate Owner
transferring an interest herein shall be required to obtain from its prospective
Transferee, one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate or such interest
herein by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Section 4975 of the Code, by reason of Sections I and
III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on Prohibited Transaction
Exemption 90-29 or 2000-55, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Fiscal Agent, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer



                                     A-3-7






will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (if
this Certificate constitutes a Definitive Certificate) or the Transferor (if
this Certificate constitutes a Global Certificate) a certification and/or
Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406 and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Section 4975 of the
Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or 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.

                  [FOR BOOK ENTRY 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 Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record
Date as the owner hereof for the purpose of receiving distributions pursuant to
the Agreement and may treat the person in whose name this Certificate is
registered as of the relevant date of determination as owner of this Certificate
for all other 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.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust 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)
on or other liquidation of the last Mortgage Loan or REO Property remaining in
the Trust, (ii) the purchase by the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein)
remaining in the Trust and (iii) the exchange by the holder of certain remaining
outstanding Classes of Certificates (as described below) for all the Mortgage
Loans and REO Properties (or, if specified in the Agreement with respect to any
REO Property, the Trust's interests therein) in the



                                     A-3-8





Trust. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Plurality Subordinate Certificateholder to purchase from
the Trust all Mortgage Loans and any REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein)
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 approximately 1.0% of the Initial Pool Balance. In addition, following the
date on which the total principal balance of the Class A-1, Class A-1D, Class
A-2, Class A-2FL, Class A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6,
Class A-1A, Class AM, Class AJ, Class B, Class C and Class D Certificates is
reduced to zero, any single Holder of each outstanding Class of Certificates
(other than the Class Z, Class R-I and Class R-II Certificates) may, subject to
such other conditions as may be set forth in the Agreement, exchange those
Certificates for all Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein)
remaining in the Trust Fund at the time of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at any
time by the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent with the consent of the Holders of Certificates entitled to at least
66-2/3% of the Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (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, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
















                                     A-3-9




                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Trustee


                                  By:
                                      ------------------------------------------
                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class X Certificates referred to in the
within-mentioned Agreement.

Dated:  December 7, 2005


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Authenticating Agent


                                  By:
                                      ------------------------------------------
                                      Authorized Officer












                                     A-3-10





                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

       I (we) further direct the issuance of a new Commercial Mortgage
       Pass-Through Certificate of a like Percentage Interest and Class to
       the above named assignee and delivery of such Commercial Mortgage
       Pass-Through Certificate to the following address:_______________________

       _________________________________________________________________________

       _________________________________________________________________________


Dated:


                                     ___________________________________________
                                     Signature by or on behalf of Assignor



                                     ___________________________________________
                                     Signature Guaranteed


                            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.









                                     A-3-11






                                   EXHIBIT A-4

                  FORM OF CLASS AM, AJ, B, C AND D CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
          CLASS [AM] [AJ] [B] [C] [D] COMMERCIAL MORTGAGE PASS-THROUGH
                                  CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

Pass-Through Rate: Variable                Initial Certificate Principal Balance
                                           of this Certificate as of the Closing
                                           Date:
                                           $_______________

Date of Pooling and Servicing Agreement:   Class Principal Balance of all the
December 1, 2005                           Class [AM] [AJ] [B] [C] [D]
                                           Certificates as of the Closing Date:
                                           $_______________

Closing Date: December 7, 2005             Aggregate unpaid principal balance of
                                           the Mortgage Pool as of the Cut-off
First Distribution Date: January 12,       Date, after deducting payments of
2006                                       principal due on or before such date
                                           (the "Initial Pool Balance"):
                                           $3,073,749,461

Master Servicer: KeyCorp Real Estate       Trustee: LaSalle Bank National
Capital Markets, Inc.                      Association

Special Servicer: J.E. Robert Company,     Fiscal Agent: ABN AMRO Bank N.V.
Inc.

Certificate No. [AM][AJ][B][C][D] -___     CUSIP No.: 59022H

                                           ISIN No:


                                     A-4-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, 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.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN 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 CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.


                                     A-4-2



          This certifies that [CEDE & CO.][_________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), J.E. Robert Company, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN AMRO Bank
N.V., as fiscal agent (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. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 12th day of any given month, or if the 12th day is not a Business Day, on
the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs; provided
that the initial Record Date will be the Closing Date. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in 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 written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of 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 after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. 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


                                     A-4-3



the address of the Holder that surrenders this Certificate as such address last
appeared in the Certificate Register or to any such other address of which the
Trustee is subsequently notified in writing.

          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 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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the Certificates
are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class 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 Certificates, but the Trustee or 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.

          [FOR BOOK ENTRY 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 Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of any of them


                                      A-4-4



may treat the Person in whose name this Certificate is registered as of the
related Record Date as the owner hereof for the purpose of receiving
distributions pursuant to the Agreement and may treat the person in whose name
this Certificate is registered as of the relevant date of determination as owner
of this Certificate for all other 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.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust 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) on or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by
the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust and (iii) the exchange by the holder of certain remaining outstanding
Classes of Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) 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 approximately 1.0% of the Initial
Pool Balance. In addition, following the date on which the total principal
balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class
A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class
B, Class C and Class D Certificates is reduced to zero, any single Holder of
each outstanding Class of Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) may, subject to such other conditions as may be set
forth in the Agreement, exchange those Certificates for all Mortgage Loans and
REO Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust Fund at the time
of the exchange.

          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 thereunder
and the rights of the Certificateholders thereunder, at any time by the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-4-5



          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-4-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [AM] [AJ] [B] [C] [D] Certificates referred
to in the within-mentioned Agreement.

Dated: December 7, 2005

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-4-7



                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
          Pass-Through Certificate of a like Percentage Interest and Class to
          the above named assignee and delivery of such Commercial Mortgage
          Pass-Through Certificate to the following address: ___________________
          ______________________________________________________________________
          ______________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            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.


                                      A-4-8




                                   EXHIBIT A-5

                    FORM OF CLASS E, F, G AND H CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
       CLASS [E] [F] [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

Pass-Through Rate: Variable                      Initial Certificate Principal
                                                 Balance of this Certificate
                                                 as of the Closing Date:
                                                 $
                                                  ---------------

Date of Pooling and Servicing Agreement:         Class Principal Balance of all
December 1, 2005                                 the Class [E] [F] [G] [H]
                                                 Certificates as of the Closing
                                                 Date: $
                                                        ----------------

Closing Date:  December 7, 2005                  Aggregate unpaid principal
                                                 balance of the Mortgage Pool as
First Distribution Date:                         of the Cut-off Date, after
January 12, 2006                                 deducting payments of principal
                                                 due on or before such date (the
                                                 "Initial Pool Balance"):
                                                 $3,073,749,461


Master Servicer:  KeyCorp Real                   Trustee:  LaSalle Bank National
Estate Capital Markets, Inc                      Association

Special Servicer:  J.E. Robert Company, Inc.     Fiscal Agent:  ABN AMRO Bank
                                                 N.V.

Certificate No. [E] [F] [G] [H]-___              CUSIP No.:  59022H

                                                 ISIN No.:




                                     A-5-1




[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN 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



                                     A-5-2




"REMIC")FAS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

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 Certificate (obtained by
dividing the principal balance of this Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal balance of all the
Certificates of the same Class as this Certificate (their "Class Principal
Balance") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Merrill Lynch Mortgage Investors, Inc., as depositor (the "Depositor",
which term includes any successor entity under the Agreement), KeyCorp Real
Estate Capital Markets, Inc., as master servicer (the "Master Servicer", which
term includes any successor entity under the Agreement), J.E. Robert Company,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (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. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 12th day of any given month, or if the 12th day is not a Business
Day, on the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable
Distribution Date in respect of the Class of Certificates to which this
Certificate belongs; provided that the initial Record Date will be the Closing
Date. All distributions made under the Agreement in respect of this Certificate
will be made by the Trustee by wire transfer in 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 written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, no later than) the
Record Date for such distribution (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of 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 after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with



                                     A-5-3





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
appeared in the Certificate Register or to any such other address of which the
Trustee is subsequently notified in writing.

                  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 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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the
Certificates are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any of their respective Affiliates or, if this Certificate
is a Global Certificate, a Transfer of this Certificate to a successor
Depository or to the applicable Certificate Owner in accordance with Section
5.03 of the Agreement), 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 E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit E-2A to the Agreement or as Exhibit E-2B
to the Agreement; or (ii) an



                                     A-5-4





Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and 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. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit E-2A or Exhibit E-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

If this Certificate constitutes a Rule 144A Global Certificate and a Transfer of
any interest herein is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of any interest herein by the Depositor, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either: (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit E-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate and any Transferee of an interest herein does not,
in connection with the subject Transfer, deliver to the Transferor the Opinion
of Counsel or the certification described in the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct. No beneficial interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates may be held by any Person that is not a Qualified Institutional
Buyer.

                  Notwithstanding the preceding paragraph, any interest in the
Rule 144A Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Non-United States Securities Person who
takes delivery in the form of a beneficial interest in the Regulation S Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such Transfer (i) complies with the requirements for
Transfers of interests in such Regulation S Global Certificate set forth in the
following paragraph and (ii) delivers or causes to be delivered to the
Certificate Registrar and the Trustee (A) a certificate from such Certificate
Owner confirming its ownership of the beneficial interests in the subject Class
of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the
certificate to be obtained by such Certificate Owner from its prospective
Transferee in accordance with the second sentence of the following paragraph and
(C) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee,
as transfer agent for the Depository, to approve the debit of the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and approve the credit of the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, that is
equal to the denomination of beneficial interests in the subject Class of
Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the
Certificate Registrar and the Trustee of such certifications and such orders and
instructions, the Trustee, subject to




                                     A-5-5




and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the Rule 144A Global Certificate in respect of the subject
Class of Book-Entry Non-Registered Certificates, and increase the denomination
of the Regulation S Global Certificate for such Class of Certificates, by the
denomination of the beneficial interest in such Class of Certificates specified
in such orders and instructions.

                  No beneficial interest in the Regulation S Global Certificate
for any Class of Book-Entry Non-Registered Certificates may be held by any
Person that is a United States Securities Person. Any Certificate Owner desiring
to effect any Transfer of a beneficial interest in the Regulation S Global
Certificate for any Class of Book-Entry Non-Registered Certificates shall be
required to obtain from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit E-2D to the Agreement
to the effect that such Transferee is not a United States Securities Person. If
any Transferee of an interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates does not, in connection with the
subject Transfer, deliver to the Transferor the certification described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit E-2D to the Agreement
are, with respect to the subject Transfer, true and correct.

                  Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third preceding paragraph and (ii) delivers or causes to be delivered to the
Certificate Registrar and the Trustee (A) a certificate from such Certificate
Owner confirming its ownership of the beneficial interests in the subject Class
of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the
certificate or Opinion of Counsel to be obtained by such Certificate Owner from
its prospective Transferee in accordance with the first sentence of the third
preceding paragraph and (C) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to
direct the Trustee to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in the subject Class of Book-Entry Non-Registered Certificates to be
transferred. Upon delivery to the Certificate Registrar and the Trustee of such
certification(s) and/or Opinion of Counsel and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
in respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Rule 144A Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

                  Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fourth preceding paragraph and (ii) such written orders and instructions as are
required under the applicable procedures of the Depository to direct the Trustee
to debit the account of a



                                     A-5-6



Depository Participant by the denomination of the transferred interests in such
Global Certificate. Upon delivery to the Certificate Registrar and the Trustee
of the certifications and/or opinions contemplated by the fourth preceding
paragraph, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the subject
Global Certificate by the denomination of the transferred interests in such
Global Certificate, and shall cause a Definitive Certificate of the same Class
as such Global Certificate, and in a denomination equal to the reduction in the
denomination of such Global Certificate, to be executed, authenticated and
delivered in accordance with the Agreement to the applicable Transferee.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, 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 this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Countrywide Securities Corporation, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or
any of their respective Affiliates or, if this Certificate constitutes a Global
Certificate, any Transfer of this Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, and, if
this Certificate constitutes a Global Certificate, any Certificate Owner
transferring an interest herein shall be required to obtain from its prospective
Transferee, one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate or such interest
herein by such prospective Transferee is exempt from the prohibited transaction
provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Section 4975 of the Code, by reason of Sections I and
III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on Prohibited Transaction
Exemption 90-29 or 2000-55, a certification to the effect that such Plan (X) is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Fiscal




                                     A-5-7



Agent, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Section 4975 of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or 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.

                  [FOR BOOK ENTRY 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 Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record
Date as the owner hereof for the purpose of receiving distributions pursuant to
the Agreement and may treat the person in whose name this Certificate is
registered as of the relevant date of determination as owner of this Certificate
for all other 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.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to



                                     A-5-8




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)
on or other liquidation of the last Mortgage Loan or REO Property remaining in
the Trust, (ii) the purchase by the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder at a price determined as provided in the
Agreement of all Mortgage Loans and any REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein)
remaining in the Trust and (iii) the exchange by the holder of certain remaining
outstanding Classes of Certificates (as described below) for all the Mortgage
Loans and REO Properties (or, if specified in the Agreement with respect to any
REO Property, the Trust's interests therein) in the Trust. The Agreement
permits, but does not require, the Master Servicer, the Special Servicer or the
Plurality Subordinate Certificateholder to purchase from the Trust all Mortgage
Loans and any REO Properties (or, if specified in the Agreement with respect to
any REO Property, the Trust's interests therein) 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 approximately 1.0% of the
Initial Pool Balance. In addition, following the date on which the total
principal balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class
A-3, Class A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class
AJ, Class B, Class C and Class D Certificates is reduced to zero, any single
Holder of each outstanding Class of Certificates (other than the Class Z, Class
R-I and Class R-II Certificates) may, subject to such other conditions as may be
set forth in the Agreement, exchange those Certificates for all Mortgage Loans
and REO Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust Fund at the time
of the exchange.

                  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 thereunder and the rights of the Certificateholders thereunder, at any
time by the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent with the consent of the Holders of Certificates entitled to at least
66-2/3% of the Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (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, without applying any conflicts of law principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-5-9




                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     as Trustee


                                     By:
                                        ----------------------------------------
                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [E] [F] [G] [H] Certificates referred
to in the within-mentioned Agreement.

Dated:  December 7, 2005


                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     as Authenticating Agent


                                     By:
                                        ----------------------------------------
                                        Authorized Officer





                                     A-5-10




                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
                  Mortgage Pass-Through Certificate of a like Percentage
                  Interest and Class to the above named assignee and delivery of
                  such Commercial Mortgage Pass-Through Certificate to the
                  following address:
                                    --------------------------------------------

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

                  --------------------------------------------------------------
Dated:


                                     -------------------------------------------
                                     Signature by or on behalf of Assignor



                                     -------------------------------------------
                                     Signature Guaranteed


                            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.



                                     A-5-11






                                   EXHIBIT A-6

                FORM OF CLASS J, K, L, M, N, P AND Q CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
 CLASS [J] [K] [L] [M] [N] [P] [Q] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.




Pass-Through Rate:  Variable                                    Initial Certificate Principal Balance of this
                                                                Certificate as of the Closing Date:
                                                                $_______________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [J] [K]
December 1, 2005                                                [L] [M] [N] [P] [Q] Certificates as of the Closing
                                                                Date:
                                                                $_______________

Closing Date:  December 7, 2005                                 Aggregate unpaid principal balance of the
                                                                Mortgage Pool as of the Cut-off Date, after
First Distribution Date:  January 12, 2006                      deducting payments of principal due on or before
                                                                such date (the "Initial Pool Balance"):
                                                                $3,073,749,461

Master Servicer:  KeyCorp Real Estate Capital                   Trustee:  LaSalle Bank National Association
Markets, Inc.

Special Servicer:  J.E. Robert Company, Inc.                    Fiscal Agent:  ABN AMRO Bank N.V.

Certificate No. [J] [K] [L] [M] [N] [P] [Q]-___                 CUSIP No.:  59022H

                                                                ISIN No.:







[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, 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 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                       13


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 CODE.

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 Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), J.E. Robert Company, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN AMRO Bank
N.V., as fiscal agent (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. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 12th day of any given month, or if the 12th day is not a Business Day, on
the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs; provided
that the initial Record Date will be the Closing Date. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in 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 written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder


                                       14


appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of 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 after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. 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 appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         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 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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the Certificates
are exchangeable for new Certificates of the same Class 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 Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.


                                       15


         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates or, if this Certificate is a
Global Certificate, a Transfer of this Certificate to a successor Depository or
to the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement), 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 E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit E-2A to the Agreement or as Exhibit E-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and 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. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit E-2A or Exhibit E-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

If this Certificate constitutes a Rule 144A Global Certificate and a Transfer of
any interest herein is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of any interest herein by the Depositor, Merrill Lynch, Pierce, Fenner
& Smith Incorporated or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either: (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit E-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. Except as discussed below, an interest in a Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate and any Transferee of an interest herein does not,
in connection with the subject Transfer, deliver to the Transferor the Opinion
of Counsel or the certification described in the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct. No beneficial interest in the
Rule 144A Global Certificate for any Class of Book-Entry Non-Registered
Certificates may be held by any Person that is not a Qualified Institutional
Buyer.

         Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any


                                       16


Non-United States Securities Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
Transfer (i) complies with the requirements for Transfers of interests in such
Regulation S Global Certificate set forth in the following paragraph and (ii)
delivers or causes to be delivered to the Certificate Registrar and the Trustee
(A) a certificate from such Certificate Owner confirming its ownership of the
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the following paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee, as transfer agent for the
Depository, to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Regulation S Global Certificate for such Class
of Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

         No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is a United States Securities Person. Any Certificate Owner desiring to effect
any Transfer of a beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be required to obtain
from such Certificate Owner's prospective Transferee a certificate substantially
in the form set forth in Exhibit E-2D to the Agreement to the effect that such
Transferee is not a United States Securities Person. If any Transferee of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates does not, in connection with the subject Transfer,
deliver to the Transferor the certification described in the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that all
the certifications set forth in Exhibit E-2D to the Agreement are, with respect
to the subject Transfer, true and correct.

         Notwithstanding the preceding paragraph, any interest in the Regulation
S Global Certificate for a Class of Book-Entry Non-Registered Certificates may
be transferred to any Qualified Institutional Buyer that takes delivery in the
form of a beneficial interest in the Rule 144A Global Certificate for such Class
of Certificates, provided that the Certificate Owner desiring to effect such
transfer (i) complies with the requirements for Transfers of interests in such
Rule 144A Global Certificate set forth in the third preceding paragraph and (ii)
delivers or causes to be delivered to the Certificate Registrar and the Trustee
(A) a certificate from such Certificate Owner confirming its ownership of the
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate or Opinion of
Counsel to be obtained by such Certificate Owner from its prospective Transferee
in accordance with the first sentence of the third preceding paragraph and (C)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream


                                       17


and Euroclear to direct the Trustee to debit the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

         Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fourth preceding paragraph and (ii) such written orders and instructions as are
required under the applicable procedures of the Depository to direct the Trustee
to debit the account of a Depository Participant by the denomination of the
transferred interests in such Global Certificate. Upon delivery to the
Certificate Registrar and the Trustee of the certifications and/or opinions
contemplated by the fourth preceding paragraph, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Global Certificate by the denomination of the
transferred interests in such Global Certificate, and shall cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with the Agreement to the
applicable Transferee.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, 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 this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Countrywide Securities Corporation, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of,


                                       18


as trustee of, or with assets of a Plan, if the purchase and holding of this
Certificate or such interest herein by the prospective Transferee would result
in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or
would result in the imposition of an excise tax under Section 4975 of the Code.
Except in connection with the initial issuance of the Certificates or any
Transfer of this Certificate or any interest herein by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of their respective Affiliates
or, if this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406 and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Section
4975 of the Code, by reason of Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) if this Certificate is rated in one of the four
highest generic rating categories by either Rating Agency, and this Certificate
or an interest herein is being acquired by or on behalf of a Plan in reliance on
Prohibited Transaction Exemption 90-29 or 2000-55, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, the Fiscal
Agent, any Exemption-Favored Party or any Mortgagor with respect to Mortgage
Loans constituting more than 5% of the aggregate unamortized principal balance
of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate
of such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or Opinion of Counsel as required by the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections 406
and 407 of ERISA and the excise taxes imposed on such prohibited transactions by
Section 4975 of the Code.


                                       19


         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or 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.

         [FOR BOOK ENTRY 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 Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record Date as the
owner hereof for the purpose of receiving distributions pursuant to the
Agreement and may treat the person in whose name this Certificate is registered
as of the relevant date of determination as owner of this Certificate for all
other 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.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust 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) on or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by
the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust and (iii) the exchange by the holder of certain remaining outstanding
Classes of Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) 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 approximately 1.0% of the Initial
Pool Balance. In addition, following the date on which the total principal
balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class
A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class
B, Class C and Class D Certificates is


                                       20


reduced to zero, any single Holder of each outstanding Class of Certificates
(other than the Class Z, Class R-I and Class R-II Certificates) may, subject to
such other conditions as may be set forth in the Agreement, exchange those
Certificates for all Mortgage Loans and REO Properties (or, if specified in the
Agreement with respect to any REO Property, the Trust's interests therein)
remaining in the Trust Fund at the time of the exchange.

         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 thereunder
and the rights of the Certificateholders thereunder, at any time by the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                       21




         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                               ----------------------------
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [J] [K] [L] [M] [N] [P] [Q] Certificates
referred to in the within-mentioned Agreement.

Dated:  December 7, 2005


                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Authenticating Agent


                                           By:
                                               ---------------------------
                                               Authorized Officer




                                       22




                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

              I (we) further direct the issuance of a new Commercial Mortgage
              Pass-Through Certificate of a like Percentage Interest and Class
              to the above named assignee and delivery of such Commercial
              Mortgage Pass-Through Certificate to the following address:______
              _________________________________________________________________
              _________________________________________________________________


Dated:


                                  _____________________________________________
                                  Signature by or on behalf of Assignor



                                  _____________________________________________
                                  Signature Guaranteed


                            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.



                                       23




                                   EXHIBIT A-7

                     FORM OF CLASS R-I AND R-II CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
        CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

Date of Pooling and Servicing Agreement:   Percentage Interest evidenced by
December 1, 2005                           this Certificate in the related
                                           Class: _____%

Closing Date: December 7, 2005             Aggregate unpaid principal balance
                                           of the Mortgage Pool as of the
First Distribution Date: January 12,       Cut-off Date, after deducting
2006                                       payments of principal due on or
                                           before such date (the "Initial Pool
                                           Balance"): $3,073,749,461

Master Servicer: KeyCorp Real Estate       Trustee: LaSalle Bank National
Capital Markets, Inc.                      Association

Special Servicer: J.E. Robert Company,     Fiscal Agent: ABN AMRO Bank N.V.
Inc.

Certificate No. [R-I] [R-II]-___           CUSIP No.: 59022H


                                      A-7-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY TO A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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, THE 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.


                                      A-7-2



          This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Certificates of the same Class as this Certificate. The Trust was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), between Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), J.E. Robert Company, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement),and ABN AMRO Bank
N.V., as fiscal agent (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. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 12th day of any given month, or if the 12th day is not a Business Day, on
the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs; provided
that the initial Record Date will be the Closing Date. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in 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 written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          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 Collection Account, the Distribution Account
and, if established, the Pool 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.


                                      A-7-3



          The 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, the Certificates
are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of 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 E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached as Exhibit E-2A to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that such Transferee is a
Qualified Institutional Buyer and 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. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in Exhibit E-2A attached to the Agreement are, with respect to the subject
Transfer, true and correct.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, 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 this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide
Securities Corporation, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Certificate Registrar and their respective Affiliates
against any liability that may result if such Transfer is not


                                      A-7-4



exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws or is not made in accordance with
such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan. Except in
connection with the initial issuance of the Certificates or any Transfer of this
Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated
or any of their respective Affiliates, the Certificate Registrar shall refuse to
register the Transfer of this Certificate unless it has received from the
prospective Transferee a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate on behalf of, as named fiduciary of, as trustee of, or with assets
of a Plan. If any Transferee of this Certificate or any interest herein does
not, in connection with the subject Transfer, deliver to the Certificate
Registrar a certification as required by the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan.

          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 Trustee under clause (ii)(B) of such Section 5.02(d) 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
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the REMIC Administrator 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 Exhibit G-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, 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 the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee. In addition, the Certificate
Registrar shall not register the transfer of an Ownership Interest in this
Certificate to any entity classified as a partnership under the Code unless at
the time of transfer, all of its beneficial owners are United States Tax
Persons.

          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


                                      A-7-5



to Transfer its Ownership Interest herein and (y) not to Transfer its Ownership
Interest herein unless it provides to the Certificate Registrar a certificate
substantially in the form attached as Exhibit G-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 Trustee and the REMIC Administrator written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
regulations 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
Trustee and the REMIC Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the REMIC Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause either REMIC I or REMIC II to
(A) cease to qualify as a REMIC or (B) be subject to an entity-level tax caused
by the Transfer of a Residual Certificate to a Person which is not a Permitted
Transferee, or (ii) 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.

          A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause either REMIC I or REMIC II to fail to qualify as a REMIC,
(iii) a Disqualified Non-United States Tax Person, (iv) a Disqualified
Partnership or (v) a foreign permanent establishment or fixed base (within the
meaning of any applicable income tax treaty between the United States and any
foreign jurisdiction) of a United States Tax Person.

          A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the Trustee
or the REMIC Administrator based upon an opinion of counsel that the holding of
an Ownership Interest in a Residual Certificate by such Person may cause the
Trust 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.

          A "Disqualified Non-United States Tax Person" is, with respect to any
Residual Certificate, any Non-United States Tax Person or agent thereof other
than: (1) a Non-United States Tax Person that (a) holds such Residual
Certificate and, for purposes of Treasury regulations section 1.860G-3(a)(3), is
subject to tax under Section 882 of the Code, (b) certifies that it understands
that, for purposes of Treasury regulations section 1.860E-1(c)(4)(ii), as a
holder of such Residual Certificate for United States federal income tax
purposes, it may incur tax liabilities in excess of any cash flows generated by
such Residual Certificate and intends to pay taxes associated with holding such
Residual Certificate, and


                                      A-7-6



(c) has furnished the Transferor and the Trustee with an effective IRS Form
W-8ECI or successor form and has agreed to update such form as required under
the applicable Treasury regulations; or (2) a Non-United States Tax Person that
has delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x) the Transfer
of such Residual Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and (y) such Transfer of such
Residual Certificate will not be disregarded for United States federal income
tax purposes.

          A "Disqualified Partnership" is any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are Disqualified
Non-United States Tax Persons.

          A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise 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 (or to the extent provided in the Treasury regulations, if the trust was
in existence on August 20, 1996 and elected to be treated as a United States
person), 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 Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

          Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record Date as the
owner hereof for the purpose of receiving distributions pursuant to the
Agreement and may treat the person in whose name this Certificate is registered
as of the relevant date of determination as owner of this Certificate for all
other 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.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust 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) on or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by
the Master Servicer, the Special Servicer or the Plurality Subordinate


                                      A-7-7



Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust and (iii) the exchange by the holder of certain remaining outstanding
Classes of Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) 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 approximately 1.0% of the Initial
Pool Balance. In addition, following the date on which the total principal
balance of the Class A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class
A-4FL, Class A-5, Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class
B, Class C and Class D Certificates is reduced to zero, any single Holder of
each outstanding Class of Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) may, subject to such other conditions as may be set
forth in the Agreement, exchange those Certificates for all Mortgage Loans and
REO Properties (or, if specified in the Agreement with respect to any REO
Property, the Trust's interests therein) remaining in the Trust Fund at the time
of the exchange.

          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 thereunder
and the rights of the Certificateholders thereunder, at any time by the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-7-8



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [R-I] [R-II] Certificates referred to in the
within-mentioned Agreement.

Dated: December 7, 2005

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Authenticating Agent


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                                      A-7-9



                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
          Pass-Through Certificate of a like Percentage Interest and Class to
          the above named assignee and delivery of such Commercial Mortgage
          Pass-Through Certificate to the following address: ___________________
          ______________________________________________________________________
          ______________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            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.


                                     A-7-10



                                   EXHIBIT A-8

                          FORM OF CLASS Z CERTIFICATES

                     MERRILL LYNCH MORTGAGE TRUST 2005-CKI1
              CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2005-CKI1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of commercial, multifamily and manufactured housing community
mortgage loans (the "Mortgage Loans"), such pool being formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

Date of Pooling and Servicing Agreement:   Percentage Interest evidenced by this
December 1, 2005                           Certificate in Class Z: ___%

Closing Date: December 7, 2005             Aggregate unpaid principal balance of
                                           the Mortgage Pool as of the Cut-off
First Distribution Date: January 12,       Date, after deducting payments of
2006                                       principal due on or before such date
                                           (the "Initial Pool Balance"):
                                           $3,073,749,461

Master Servicer: KeyCorp Real Estate       Trustee: LaSalle Bank National
Capital Markets, Inc.                      Association

Special Servicer: J.E. Robert Company,     Fiscal Agent: ABN AMRO Bank N.V.
Inc.

Certificate No. Z-___


                                      A-8-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY TO A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER SECURITIES
ACT IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC., J.E.
ROBERT COMPANY, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

          This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class Z Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), J.E.
Robert Company, Inc., as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement), and ABN AMRO Bank N.V., as fiscal agent (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


                                      A-8-2



Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 12th day of any given month, or if the 12th day is not a Business Day, on
the next succeeding Business Day (each, a "Distribution 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 pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs; provided
that the initial Record Date will be the Closing Date. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in 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 written
wiring instructions no less than five (5) Business Days prior to (or, in the
case of the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          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 Collection Account, the Distribution Account
and, if established, the Pool 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 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, the Certificates
are exchangeable for new Certificates of the same Class 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 Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.


                                      A-8-3



          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of 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 E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached as Exhibit E-2A to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that such Transferee is a
Qualified Institutional Buyer and 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. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in Exhibit E-2A attached to the Agreement are, with respect to the subject
Transfer, true and correct.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, 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 this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide
Securities Corporation, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Certificate Registrar and their respective Affiliates
against any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, one of


                                      A-8-4



the following: (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Section 4975 of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

          Prior to due presentment of this Certificate 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 this Certificate is registered as of the related Record Date as the
owner hereof for the purpose of receiving distributions pursuant to the
Agreement and may treat the person in whose name this Certificate is registered
as of the relevant date of determination as owner of this Certificate for all
other 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.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust 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 of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, (ii) the purchase by the
Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining in the
Trust and (iii) the exchange by the holder of certain remaining outstanding
Classes of Certificates (as described below) for all the Mortgage Loans and REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests therein) in the Trust. The Agreement permits, but does not
require, the Master Servicer, the Special Servicer or the Plurality Subordinate
Certificateholder to purchase from the Trust all Mortgage Loans and any REO
Properties (or, if specified in the Agreement with respect to any REO Property,
the Trust's interests


                                      A-8-5



therein) 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 approximately 1.0% of the Initial Pool Balance. In
addition, following the date on which the total principal balance of the Class
A-1, Class A-1D, Class A-2, Class A-2FL, Class A-3, Class A-4FL, Class A-5,
Class A-SB, Class A-6, Class A-1A, Class AM, Class AJ, Class B, Class C and
Class D Certificates is reduced to zero, any single Holder of each outstanding
Class of Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) may, subject to such other conditions as may be set forth in the
Agreement, exchange those Certificates for all Mortgage Loans and REO Properties
(or, if specified in the Agreement with respect to any REO Property, the Trust's
interests therein) remaining in the Trust Fund at the time of the exchange.

          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 thereunder
and the rights of the Certificateholders thereunder, at any time by the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66-2/3% of the
Voting Rights. 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 circumstances, including any amendment necessary to maintain the status
of each of REMIC I and REMIC II as a REMIC, without the consent of the Holders
of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (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, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-8-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class Z Certificates referred to in the
within-mentioned Agreement.

Dated: December 7, 2005

                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Authenticating Agent


                                             By:
                                                 -------------------------------
                                                 Authorized Officer


                                      A-8-7



                                   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 evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
          Pass-Through Certificate of a like Percentage Interest and Class to
          the above named assignee and delivery of such Commercial Mortgage
          Pass-Through Certificate to the following address: ___________________
          ______________________________________________________________________
          ______________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            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.


                                      A-8-8



                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT


                                       B-1



                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

KeyBank National Association
c/o KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri 64105

Countrywide Commercial Real Estate Finance, Inc.
4500 Park Granada CH-143
Calabasas, California 91302

IXIS Securities North America Inc.
9 West 57th Street, 35th Floor
New York, New York 10019

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri 64105

J.E. Robert Company, Inc.
1650 Tysons Boulevard
McLean, Virginia 22102
Miami Beach, Florida 33139

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1,
          Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

Ladies and Gentlemen:

     LaSalle Bank National Association, 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) of such definition, and to the extent


                                       C-1



provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee or the Custodian to be required or to the extent listed
on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan
Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii),
(iv)(B), (iv)(C), (vi) and (viii) through (xii) of such definition, of the
definition of "Mortgage File", are in its possession, (ii) all documents
delivered or caused to be delivered with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face, appear to be executed 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.

     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. Capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them under the Pooling
and Servicing Agreement.

                                             Respectfully,

                                             LASALLE BANK NATIONAL ASSOCIATION


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

                                             Name:
                                                   -----------------------------
                                             Title:
                                                    ----------------------------


                                       C-2



                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                          [Date]

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re: Merrill Lynch Mortgage Trust 2005-CKI1,
         Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

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 December 1,
2005 (the "Pooling and Servicing Agreement"), by and among Merrill Lynch
Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital Markets,
Inc., as Master Servicer, J.E. Robert Company, Inc., as Special Servicer, ABN
AMRO Bank N.V., 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



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 Collection 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.

                                       KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                       as Master Servicer


                                       By:
                                           -------------------------------------
                                           Name
                                                --------------------------------
                                           Title:
                                                  ------------------------------


                                      D-1-2



                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                          [Date]

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re: Merrill Lynch Mortgage Trust 2005-CKI1,
         Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

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
December 1, 2005 (the "Pooling and Servicing Agreement"), by and among Merrill
Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital
Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, ABN AMRO Bank N.V., 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



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.

                                           J.E. ROBERT COMPANY, INC.
                                           as Special Servicer


                                           By:
                                               ---------------------------------
                                                  Name
                                                       -------------------------
                                                  Title:
                                                         -----------------------


                                      D-2-2



                                   EXHIBIT E-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                 _______________________, 200___

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1, Class _____, [having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of December 7, 2005 (the "Closing Date") of
          $____________________ ] [representing a _________% Percentage Interest
          in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
______________________________ (the "Transferor") to ___________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2005, between
Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Trustee and the Depositor,
that:

          1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any


                                      E-1-1



other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through
(e) hereof) would constitute a distribution of the Transferred Certificates
under the Securities Act of 1933, as amended (the "Securities Act"), would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
Securities Act or any state securities laws.

                                           Very truly yours,

                                           -------------------------------------
                                           (Transferor)


                                           By:
                                               ---------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------


                                      E-1-2



                                  EXHIBIT E-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                 _______________________, 200___

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1, Class _______, [having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of December 7, 2005 (the "Closing Date") of
          $___________________________ ] [representing a _______% Percentage
          Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
______________________________ (the "Transferor") to ___________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2005, between
Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Trustee and the Depositor,
that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
     is being made in reliance on Rule 144A. The Transferee is acquiring the
     Transferred Certificates for its own account or for the account of another
     Qualified Institutional Buyer, and understands that such Transferred
     Certificates may be resold, pledged or transferred only (a) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of another Qualified Institutional
     Buyer and to whom notice is given that the resale, pledge or transfer is
     being made in reliance on Rule 144A, or (b) pursuant to another exemption
     from registration under the Securities Act.


                                     E-2A-1



          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, and (e) all related matters, that it has requested.

          3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgment below.

                                           Very truly yours,

                                           -------------------------------------
                                           (Transferee)


                                           By:
                                               ---------------------------------
                                                  Name:
                                                        ------------------------
                                                  Title:
                                                         -----------------------

                             Nominee Acknowledgment

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                           -------------------------------------
                                           (Nominee)


                                           By:
                                               ---------------------------------
                                                  Name:
                                                        ------------------------
                                                  Title:
                                                         -----------------------


                                     E-2A-2



                             ANNEX 1 TO EXHIBIT E-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to _______________________
(the "Transferor") and ______________________________, as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

     2. 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,
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of such entity's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

     _______   Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     _______   Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of 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

----------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     E-2A-3



               similar institution, which is supervised and examined by a state
               or federal authority having supervision over any such
               institutions, or is a foreign savings and loan association or
               equivalent institution and (b) has an audited net worth of at
               least $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto, as of a date not
               more than 16 months preceding the date of sale of the Transferred
               Certificates in the case of a U.S. savings and loan association,
               and not more than 18 months preceding such date of sale in the
               case of a foreign savings and loan association or equivalent
               institution.

     _______   Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     _______   Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     _______   State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     _______   ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     _______   Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940.

     _______   QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

     _______   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. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person 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.


                                     E-2A-4



     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person 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 such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

     5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates 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
      Yes      No    Certificates only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates 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.

     8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                     E-2A-5



                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                  ------------------------------


                                      E-2A-6



                             ANNEX 2 TO EXHIBIT E-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to _______________________
(the "Transferor") and __________________________, as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, 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).

     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).


                                      E-2A-7



     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
Transferor and other parties related to the Transferred Certificates 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
      Yes      No    Certificates only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

     8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                        ----------------------------------------
                                        [Transferee][Adviser]


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                  ------------------------------


                                      E-2A-8



                                        IF AN ADVISER:

                                        ----------------------------------------
                                        (Transferee)

                                            Date:
                                                  ------------------------------


                                      E-2A-9



                                  EXHIBIT E-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                                 _______________________, 200___

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1, Class _______, [having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of December 7, 2005 (the "Closing Date") of
          $_______________________ ]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_____________________________ (the "Transferor") to ____________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2005, between
Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, and for the benefit of the Trustee and the Depositor,
that:

     1. The Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

     2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Class of Certificates to which the Transferred Certificates belong, and (c)
neither a Transferred Certificate nor any security issued in exchange therefor
or in lieu thereof may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant to any
applicable state securities laws or (ii) sold or transferred in transactions
which are exempt from such registration and qualification and the Certificate
Registrar has received: (A) a certification from the Certificateholder desiring
to


                                     E-2B-1



effect such transfer substantially in the form attached as Exhibit E-1 to the
Pooling and Servicing Agreement and a certification from such
Certificateholder's prospective transferee substantially in the form attached
either as Exhibit E-2A to the Pooling and Servicing Agreement or as Exhibit E-2B
to the Pooling and Servicing Agreement; or (B) an opinion of counsel
satisfactory to the Trustee with respect to, among other things, the
availability of such exemption from registration under the Securities Act,
together with copies of the written certification(s) from the transferor and/or
transferee setting forth the facts surrounding the transfer upon which such
opinion is based.

     3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Certificate or interest therein, except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
(A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a pledge,
disposition or other transfer of any Transferred Certificate, any interest in
any Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation with
respect to any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security by means of general advertising or in
any other manner, or (e) taken any other action with respect to any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security, which (in the


                                     E-2B-2



case of any of the acts described in clauses (a) through (e) above) would
constitute a distribution of the Transferred Certificates under the Securities
Act, would render the disposition of the Transferred Certificates a violation of
Section 5 of the Securities Act or any state securities law or would require
registration or qualification of the Transferred Certificates pursuant thereto.
The Transferee will not act, nor has it authorized or will it authorize any
person to act, in any manner set forth in the foregoing sentence with respect to
any Transferred Certificate, any interest in any Transferred Certificate or any
other similar security.

     5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d)
the nature, performance and servicing of the Mortgage Loans, and (e) all related
matters, that it has requested.

     6. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred 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
investment and can afford a complete loss of such investment.

     7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgement below.

                                        Very truly yours,

                                        ----------------------------------------
                                           (Transferee)


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                     E-2B-3



                             Nominee Acknowledgement

     The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.

                                        ----------------------------------------
                                           (Nominee)


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                     E-2B-4



                                  EXHIBIT E-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                                 _______________________, 200___

________________________________
________________________________
________________________________
________________________________
(Name and Address of Transferor)

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1, Class _______, having an
          initial aggregate [Certificate Principal Balance] [Certificate
          Notional Amount] as of December 7, 2005 (the "Closing Date") of
          $_________________________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2005, between Merrill Lynch Mortgage
Investors, Inc., as Depositor, KeyCorp Real Estate Capital Markets, Inc., as
Master Servicer, J.E. Robert Company, Inc., as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

     1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of another Qualified Institutional Buyer.

     2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Transferred Certificates and (c) no interest in the


                                     E-2C-1



Transferred Certificates may be resold or transferred unless (i) such
Certificates are registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) such interest
is sold or transferred in a transaction which is exempt from such registration
and qualification and the Transferor desiring to effect such transfer has
received (A) a certificate from such Certificate Owner's prospective transferee
substantially in the form attached as Exhibit E-2C to the Pooling and Servicing
Agreement or (B) an opinion of counsel to the effect that, among other things,
such prospective transferee is a Qualified Institutional Buyer and such transfer
may be made without registration under the Securities Act.

     3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates or any interest therein 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 Certificates will
bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
(A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     4. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.


                                     E-2C-2



                                        Very truly yours,

                                        ----------------------------------------
                                           (Transferee)


                                        By:
                                            ------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                   -----------------------------


                                     E-2C-3



                             ANNEX 1 TO EXHIBIT E-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to _______________________
(the "Transferor") and for the benefit of Merrill Lynch Mortgage Investors, Inc.
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (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] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of such entity's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

     _______   Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     _______   Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of 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

----------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     E-2C-4



               similar institution, which is supervised and examined by a state
               or federal authority having supervision over any such
               institutions or is a foreign savings and loan association or
               equivalent institution and (b) has an audited net worth of at
               least $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto, as of a date not
               more than 16 months preceding the date of sale of the Transferred
               Certificates in the case of a U.S. savings and loan association,
               and not more than 18 months preceding such date of sale in the
               case of a foreign savings and loan association or equivalent
               institution.

     _______   Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     _______   Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     _______   State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     _______   ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     _______   Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

     _______   QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

     _______   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. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person 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.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the


                                     E-2C-5



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 such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

     ______   ______   Will the Transferee be acquiring interests in the
       Yes      No     Transferred Certificates only for the Transferee's own
                       account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is acquiring any interest in the Transferred Certificates 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 acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. 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 acquisition, promptly after they become
available.

     8. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.


                                     E-2C-6



                                        ----------------------------------------
                                           (Transferee)


                                        By:
                                            ------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------
                                           Date:
                                                 -------------------------------


                                     E-2C-7



                             ANNEX 2 TO EXHIBIT E-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to _______________________
(the "Transferor") and for the benefit of Merrill Lynch Mortgage Investors, Inc.
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity acquired interests the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because
the Transferee is part of a Family of Investment Companies (as defined below),
is an executive officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

     _______   The Transferee owned and/or invested on a discretionary basis
               $________________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

     _______   The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $_________________________ in securities
               (other than the excluded securities referred to below) as of the
               end of the Transferee's most recent fiscal year (such amount
               being calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


                                     E-2C-8



     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
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

     ______   ______   Will the Transferee be acquiring interests in the
       Yes      No     Transferred Certificates only for the Transferee's own
                       account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is acquiring any interest in the Transferred Certificates 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 acquisition of any interest in the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such acquisition.

     8. Capitalized terms used but not defined herein have the meanings ascribed
thereto in the Pooling and Servicing Agreement pursuant to which the Transferred
Certificates were issued.


                                     E-2C-9



                                        ----------------------------------------
                                        (Transferee or Adviser)


                                        By:
                                            ------------------------------------
                                            Name
                                                 -------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                  ------------------------------

                                        IF AN ADVISER:

                                        Print Name of Transferee

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

                                            Date:
                                                  ------------------------------


                                     E-2C-10



                                  EXHIBIT E-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                                                          [Date]

[TRANSFEROR]

Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
     Certificates, Series 2005-CKI1, Class _______, having an initial aggregate
     [Certificate Principal Balance] [Certificate Notional Amount] as of
     December 7, 2005 (the "Closing Date") of $_________________________________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to ____________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2005, between
Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to and
agrees with you, and for the benefit of the Depositor, that the Transferee is
not a United States Securities Person.

          For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an


                                     E-2D-1



individual) resident in the United States, other than one held for the benefit
or account of a non-United States Securities Person by a dealer or other
professional fiduciary organized, incorporated or (if any individual) resident
in the United States, (viii) any partnership or corporation if (a) organized or
incorporated under the laws of any foreign jurisdiction and (b) formed by a
United States Securities Person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized or
incorporated, and owned, by "accredited investors" (as defined in Rule 501(a))
under the United States Securities Act of 1933, as amended (the "Securities
Act"), who are not natural persons, estates or trusts; provided, however, that
the International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United Nations and their agencies, affiliates
and pension plans, any other similar international organizations, their
agencies, affiliates and pension plans shall not constitute United States
Securities Persons.

          The Transferee understands that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated: __________, _____

                                        Very truly yours,

                                        (Transferee)


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     E-2D-2



                                   EXHIBIT F-1

            FORM I OF TRANSFEREE CERTIFICATE REGARDING ERISA MATTERS
                    (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                                      ___________________, 200__

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1 (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 Certificates")
[having an initial aggregate [Certificate Principal Balance] [Certificate
Notional Amount] as of December 7, 2005 (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 December 1, 2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor, KeyCorp Real Estate Capital Markets,
Inc., as master servicer, J.E. Robert Company, Inc., as special servicer,
LaSalle Bank National Association, as trustee (the "Trustee"), and ABN AMRO Bank
N.V., 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 as follows (check the
applicable paragraph):

     _____   The Transferee (A) is not an employee benefit plan or other
             retirement arrangement, including an individual retirement account
             or annuity, a Keogh plan or a collective investment fund or
             separate account in which such plans, accounts or arrangements are
             invested, including, without limitation, an insurance company
             general account, that is subject to ERISA or the Code (each, a
             "Plan"), and (B) is not directly or indirectly purchasing the
             Transferred Certificates on behalf of, as named fiduciary of, as
             trustee of, or with assets of a Plan; or

     _____   The Transferee is using funds from an insurance company general
             account to acquire the Transferred Certificates, however, the
             purchase and holding of such Certificates by such Person is exempt
             from the prohibited transaction provisions of Sections 406 and 407
             of ERISA and the excise taxes imposed on such prohibited
             transactions by Section 4975 of the


                                      F-1-1



             Code, by reason of Sections I and III of Prohibited Transaction
             Class Exemption 95-60.

     _____   The Transferred Certificates are Investment Grade Certificates and
             are being acquired by or on behalf of a Plan in reliance on
             Prohibited Transaction Exemption 90-29 or 2000-55; and such Plan
             (X) is an accredited investor as defined in Rule 501(a)(1) of
             Regulation D of the Securities Act, (Y) is not sponsored (within
             the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
             Depositor, any Mortgage Loan Seller, the Master Servicer, the
             Special Servicer, any Sub-Servicer, the Fiscal Agent, any
             Exemption-Favored Party or any Mortgagor with respect to Mortgage
             Loans constituting more than 5% of the aggregate unamortized
             principal balance of all the Mortgage Loans determined on the date
             of the initial issuance of the Certificates, or by any Affiliate of
             such Person, and (Z) agrees that it will obtain from each of its
             Transferees that are Plans a written representation that such
             Transferee satisfies the requirements of the immediately preceding
             clauses (X) and (Y), together with a written agreement that such
             Transferee will obtain from each of its Transferees that are Plans
             a similar written representation regarding satisfaction of the
             requirements of the immediately preceding clauses (X) and (Y).

          IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.

                                        ----------------------------------------
                                            (Transferee)


                                        By:
                                            ------------------------------------
                                            Name
                                                 -------------------------------
                                            Title:
                                                   -----------------------------


                                      F-1-2



                                   EXHIBIT F-2

            FORM II OF TRANSFEREE CERTIFICATE REGARDING ERISA MATTERS
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)

                                                      ___________________, 200__

________________________________________
________________________________________
________________________________________
________________________________________
(Name and Address of Transferor)

     Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class _______ Certificates (the "Transferred Certificates") [having an initial
aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of
December 7, 2005 (the "Closing Date") of $________ ]. The Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor, KeyCorp Real Estate Capital Markets, Inc., as
master servicer, J.E. Robert Company, Inc., as special servicer, LaSalle Bank
National Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V., 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 as follows (check the applicable
paragraph):

     _____   The Transferee (A) is not an employee benefit plan or other
             retirement arrangement, including an individual retirement account
             or annuity, a Keogh plan or a collective investment fund or
             separate account in which such plans, accounts or arrangements are
             invested, including, without limitation, an insurance company
             general account, that is subject to ERISA or the Code (each, a
             "Plan"), and (B) is not directly or indirectly purchasing the
             Transferred Certificates on behalf of, as named fiduciary of, as
             trustee of, or with assets of a Plan; or

     _____   The Transferee is using funds from an insurance company general
             account to acquire the Transferred Certificates, however, the
             purchase and holding of such Certificates by such Person is exempt
             from the prohibited


                                      F-2-1



             transaction provisions of Sections 406 and 407 of ERISA and the
             excise taxes imposed on such prohibited transactions by Section
             4975 of the Code, by reason of Sections I and III of Prohibited
             Transaction Class Exemption 95-60.

     _____   The Transferred Certificates are Investment Grade Certificates and
             are being acquired by or on behalf of a Plan in reliance on
             Prohibited Transaction Exemption 90-29 or 2000-55; and such Plan
             (X) is an accredited investor as defined in Rule 501(a)(1) of
             Regulation D of the Securities Act, (Y) is not sponsored (within
             the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
             Depositor, any Mortgage Loan Seller, the Master Servicer, the
             Special Servicer, any Sub-Servicer, the Fiscal Agent, any
             Exemption-Favored Party or any Mortgagor with respect to Mortgage
             Loans constituting more than 5% of the aggregate unamortized
             principal balance of all the Mortgage Loans determined on the date
             of the initial issuance of the Certificates, or by any Affiliate of
             such Person, and (Z) agrees that it will obtain from each of its
             Transferees that are Plans a written representation that such
             Transferee satisfies the requirements of the immediately preceding
             clauses (X) and (Y), together with a written agreement that such
             Transferee will obtain from each of its Transferees that are Plans
             a similar written representation regarding satisfaction of the
             requirements of the immediately preceding clauses (X) and (Y).

          IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the date first written above.

                                        ----------------------------------------
                                           (Transferee)


                                        By:
                                            ------------------------------------
                                            Name
                                                 -------------------------------
                                            Title:
                                                   -----------------------------


                                      F-2-2



                                   EXHIBIT G-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(A)(6)(A) AND 860E(E)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(C)(4)

Re:  Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
     Certificates, Series 2005-CKI1 (the "Certificates"), issued pursuant to the
     Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
     dated as of December 1, 2005, between Merrill Lynch Mortgage Investors,
     Inc., as Depositor, KeyCorp Real Estate Capital Markets, Inc., as Master
     Servicer, J.E. Robert Company, Inc., as Special Servicer, LaSalle Bank
     National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent

STATE OF __________________________ )
                                    )   ss.: ___________________________________
COUNTY OF _________________________ )

     The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

     1. _____________________________________ (the "Purchaser"), is acquiring
Class [R-I] [R-II] Certificates representing ________________% of the residual
interest in [each of] the real estate mortgage investment conduit[s] ([each,] a
"REMIC") designated as ["REMIC I"] ["REMIC II"], [respectively], relating to the
Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code").

     2. The Purchaser is not a "Disqualified Organization" (as defined below),
and the Purchaser is not acquiring the Class [R-I] [R-II] Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct
or indirect record or beneficial ownership thereof, to a Disqualified
Organization. For the purposes hereof, a Disqualified Organization is any of the
following: (i) the United States, (ii) any state or political subdivision
thereof, (iii) any foreign government, (iv) any international organization, (v)
any agency or instrumentality of any of the foregoing, (vi) any tax-exempt
organization (other than a cooperative 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, (vii) any
organization described in Section 1381(a)(2)(C) of the Code, or (viii) any other
entity designated as a "disqualified organization" by relevant legislation
amending the REMIC Provisions and in effect at or proposed to be effective as of
the time of determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision


                                      G-1-1



thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

     3. The Purchaser acknowledges that Section 860E(e) of the Code would impose
a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class
[R-I] [R-II] Certificates to a Disqualified Organization.

     4. The Purchaser will not transfer the Class [R-I] [R-II] Certificates to
any person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraphs 2 and 7 hereof are not satisfied, or to any person or entity with
respect to which the Purchaser has not (at the time of such transfer) satisfied
the requirements under the Code to conduct a reasonable investigation of the
financial condition of such person or entity (or its current beneficial owners
if such person or entity is classified as a partnership under the Code).

     5. The Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the prohibition against
transferring the Class [R-I] [R-II] Certificates to a Disqualified Organization,
an agent thereof or a person that does not satisfy the requirements of paragraph
7.

     6. The Purchaser consents to the designation of the Trustee as the agent of
the Tax Matters Person of [REMIC I] [REMIC II] pursuant to Section 10.01(d) of
the Pooling and Servicing Agreement.

     7. No purpose of the acquisition of the Class [R-I] [R-II] Certificates is
to impede the assessment or collection of tax.

                    [CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]

     8. If the Transferor requires the safe harbor under Treasury regulations
section 1.860E-1 to apply:

     i.   The Purchaser historically has paid its debts as they have come due
          and intends to pay its debts as they come due in the future and the
          Purchaser intends to pay taxes associated with holding the Class [R-I]
          [R-II] Certificates as they become due.

     ii.  The Purchaser understands that it may incur tax liabilities with
          respect to the Class [R-I] [R-II] Certificates in excess of any cash
          flows generated by such Certificates.

     iii. The Purchaser is not a foreign permanent establishment or a fixed base
          (within the meaning of any applicable income tax treaty between the
          United States and any foreign jurisdiction) of a United States Tax
          Person.


                                     G-1-2



     iv.  The Purchaser will not cause the income from the Class [R-I] [R-II]
          Certificates to be attributable to a foreign permanent establishment
          or fixed base (within the meaning of any applicable income tax treaty
          between the United States and any foreign jurisdiction) of a United
          States Tax Person.

     [CHECK THE STATEMENT THAT APPLIES]

[_]  v)   In accordance with Treasury Regulations Section 1.860E-1, the
          Purchaser:

          a) is an "eligible corporation" as defined in Section
          1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a domestic C
          corporation other than a corporation which is exempt from, or is not
          subject to, tax under Section 11 of the Code; a Regulated Investment
          Company as defined in Section 851(a) of the Code; a Real Estate
          Investment Trust as defined in Section 856(a) of the Code; a REMIC as
          defined in Section 860D of the Code; or an organization to which part
          I of subchapter T of chapter 1 of subtitle A of the Code applies, as
          to which the income of Class [R-I] [R-II] Certificates will only be
          subject to taxation in the United States,

          b) has, and has had in each of its two preceding fiscal years, gross
          assets for financial reporting purposes (excluding any obligation of a
          person related to the transferee within the meaning of Section
          1.860E-1(c)(6)(ii) of the Treasury regulations or any other assets if
          a principal purpose for holding or acquiring such asset is to satisfy
          this condition) in excess of $100 million and net assets of $10
          million, and

          c) hereby agrees only to transfer the Certificate to another "eligible
          corporation" meeting the criteria set forth in Treasury regulations
          section 1.860E-1.

     OR

[_]  vi)  The Purchaser is a United States Tax Person and the consideration paid
          to the Purchaser for accepting the Class [R-I] [R-II] Certificates is
          greater than the present value of the anticipated net federal income
          taxes and tax benefits ("Tax Liability Present Value") associated with
          owning such Certificates, with such present value computed using a
          discount rate equal to the "Federal short-term rate" prescribed by
          Section 1274 of the Code as of the date hereof or, to the extent it is
          not, if the Transferee has asserted that it regularly borrows, in the
          ordinary course of its trade or business, substantial funds from
          unrelated third parties at a lower interest rate than such applicable
          federal rate and the consideration paid to the Purchaser is greater
          than the Tax Liability Present Value using such lower interest rate as
          the discount rate, the transactions with the unrelated third party
          lenders, the interest rate or rates, the date or dates of such
          transactions, and the maturity dates or, in the case of adjustable
          rate debt instruments, the relevant adjustment dates or periods, with
          respect to such borrowings, are accurately stated in Exhibit A to this
          letter


                                      G-1-3



[_]  9.   If the Transferor does not require the safe harbor under Treasury
          regulations section 1.860E-1 to apply: [CHECK THE STATEMENT THAT
          APPLIES]

[_]  i)   The Purchaser is a "United States person" as defined in Section
          7701(a) of the Code and the regulations promulgated thereunder (the
          Purchaser's U.S. taxpayer identification number is ______________).
          The Purchaser is not classified as a partnership under the Code (or,
          if so classified, all of its beneficial owners are United States
          persons).

     OR

[_]  ii)  The Purchaser is not a United States person. However, the Purchaser:

          a) conducts a trade or business within the United States and, for
          purposes of Treasury regulations section 1.860G-3(a)(3), is subject to
          tax under Section 882 of the Code;

          b) understands that, for purposes of Treasury regulations section
          1.860E-1(c)(4)(ii), as a holder of a Class [R-I] [R-II] Certificate
          for United States federal income tax purposes, it may incur tax
          liabilities in excess of any cash flows generated by such Class [R-I]
          [R-II] Certificate;

          c) intends to pay the taxes associated with holding a Class [R-I]
          [R-II] Certificate;

          d) is not classified as a partnership under the Code (or, if so
          classified, all of its beneficial owners either satisfy clauses (a),
          (b) and (c) of this sentence or are United States persons); and

          e) has furnished the Transferor and the Trustee with an effective IRS
          Form W-8ECI or successor form and will update such form as may be
          required under the applicable Treasury regulations

     Capitalized terms used but not defined herein have the meanings assigned
thereto in the Pooling and Servicing Agreement.


                                      G-1-4



     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf by its duly authorized officer this _______ day of
___________________________.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

     Personally appeared before me ___________________________, known or proved
to me to be the same person who executed the foregoing instrument and to be a
_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same at his/her free act and deed and at the free act and deed of
the Purchaser.

                                        Subscribed and sworn before me this
                                        _________ day of ______________________,
                                        20_____.

                                        ________________________________________
                                        Notary Public


                                      G-1-5



                                   EXHIBIT G-2

                         FORM OF TRANSFEROR CERTIFICATE
                     FOR TRANSFERS OF RESIDUAL CERTIFICATES

                                                                          [Date]

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust 2005-CKI1

      Re: Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-CKI1 (the "Certificates"),
          Class [R-I] [R-II]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the above-captioned Certificates evidencing a ___% Percentage Interest in such
Class (the "Residual Certificates"). The Certificates, including the Residual
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2005 (the "Pooling and Servicing Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital
Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

          1. No purpose of the Transferor relating to the transfer of the
     Residual Certificates by the Transferor to the Transferee is or will be to
     impede the assessment or collection of any tax.

          2. The Transferor understands that the Transferee has delivered to you
     a Transfer Affidavit and Agreement in the form attached to the Pooling and
     Servicing Agreement as Exhibit G-1. The Transferor does not know or believe
     that any representation contained therein is false.

          3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as a
     result of that investigation, the Transferor has determined that the
     Transferee has historically paid its debts as they became due and has found
     no significant evidence to indicate that the Transferee will not continue
     to pay its debts as they become due in the


                                      G-2-1



     future. The Transferor understands that the transfer of the Residual
     Certificates may not be respected for United States income tax purposes
     (and the Transferor may continue to be liable for United States income
     taxes associated therewith) unless the Transferor has conducted such an
     investigation.

                                        Very truly yours,

                                        ----------------------------------------
                                        (Transferor)

                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                      G-2-2



                                   EXHIBIT H-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Rating Agencies
a Division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement dated as of December 1, 2005 relating to Merrill Lynch
Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series
2005-CKI1 (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
[name of proposed special servicer] to serve as the Special Servicer under the
Agreement.

          The designation of [name of proposed special servicer] as Special
Servicer will become final if certain conditions are met and on the date you
will deliver to LaSalle Bank National Association, 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.


                                      H-1-1



                                        Very truly yours,

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                            Name
                                            Title:


Moody's Investors Service, Inc.         Standard & Poor's Rating Agencies.


By:                                     By:
   -------------------------------          ------------------------------------
   Name:                                    Name:
   Title:                                   Title:

Date:                                   Date:
     -----------------------------           -----------------------------------


                                      H-1-2



                                   EXHIBIT H-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                          [Date]

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention: Global Securities and Trust Services Group, Merrill Lynch Mortgage
           Trust  2005-CKI1

      Re: Merrill Lynch Mortgage Trust 2005-CKI1,
          Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

Ladies & Gentlemen:

          Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated
as of December 1, 2005 relating to Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1 (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.

                                        [Name of Proposed Special Servicer]

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


                                        By:
                                            ------------------------------------
                                            Name
                                                 -------------------------------
                                            Title:
                                                   -----------------------------


                                      H-2-1



                                   EXHIBIT I-1

                        FORM OF INFORMATION REQUEST FROM
                     CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                                   ______________________, 200__

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention: Global Securities and Trust Services Group,
           Merrill Lynch Mortgage Trust 2005-CKI1

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri 64105

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

      Re: Merrill Lynch Mortgage Trust 2005-CKI1
          Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

          In accordance with the Pooling and Servicing Agreement dated as of
December 1, 2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), KeyCorp Real Estate
Capital Markets, Inc., as master servicer (the "Master Servicer"), J.E. Robert
Company, Inc., as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect
to the Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1 (the "Certificates"), the undersigned (the
"Investor") hereby certifies and agrees as follows:

     1.   The Investor is a [holder] [beneficial owner] of [$__________
          aggregate [Certificate Principal Balance/Certificate Notional Amount]
          of] [a ___% Percentage Interest in] the Class ____ Certificates.

     2.   The Investor is requesting access to the following information (the
          "Information") solely for use in evaluating the Investor's investment
          in the Certificates:

          _____   The information available on the Master Servicer's internet
                  website pursuant to Section 3.15 of the Pooling and Servicing
                  Agreement.

          _____   The information available on the Trustee's internet website
                  pursuant to Sections 3.15 and 4.02 of the Pooling and
                  Servicing Agreement.


                                     I-1-1



          _____   The information identified on Schedule I attached hereto
                  pursuant to Sections 3.15 and 4.02 of the Pooling and
                  Servicing Agreement.

     3.   In consideration of the Master Servicer's or the Trustee's disclosure
          to the Investor of the Information, the Investor will keep the
          Information confidential (except from such outside Persons as are
          assisting it in evaluating the Information), and such Information will
          not, without the prior written consent of the Master Servicer or the
          Trustee, as applicable, be disclosed by the Investor or by its
          Affiliates, officers, directors, partners, shareholders, members,
          managers, employees, agents or representatives (collectively, the
          "Representatives") in any manner whatsoever, in whole or in part;
          provided, that the Investor may provide all or any part of the
          Information to any other Person that holds or is contemplating the
          purchase of any Certificate or interest therein, but only if such
          Person confirms in writing such ownership interest or prospective
          ownership interest and agrees to keep it confidential; and provided
          further, that the Investor may provide all or any part of the
          Information to its auditors, legal counsel and regulators; and
          provided further, that the Investor shall not be obligated to keep
          confidential any Information that has previously been made available
          on an unrestricted basis and without a password via the Trustee's or
          the Master Servicer's, as applicable, Internet Website or has
          previously been filed with the Securities and Exchange Commission.

     4.   The Investor will not use or disclose the Information in any manner
          that 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 that would require registration
          of any Non-Registered Certificate pursuant to Section 5 of the
          Securities Act.

     5.   The Investor hereby acknowledges and agrees that:

          (a)  Neither the Master Servicer nor the Trustee will make any
               representations or warranties as to the accuracy or completeness
               of, and will assume no responsibility for, any report, document
               or other information delivered pursuant to this request or made
               available on its internet website;

          (b)  Neither the Master Servicer nor the Trustee has undertaken any
               obligation to verify the accuracy or completeness of any
               information provided by a Mortgagor, a third party, each other or
               any other Person that is included in any report, document or
               other information delivered pursuant to this request or made
               available on its respective internet website;

          (c)  Any transmittal of any report, document or other information to
               the Investor by the Master Servicer or the Trustee is subject to,
               which transmittal may (but need not be) accompanied by a letter
               containing, the following provision:


                                     I-1-2



                    By receiving the information set forth herein, you hereby
                    acknowledge and agree that the United States securities laws
                    restrict any person who possesses material, non-public
                    information regarding the Trust which issued Merrill Lynch
                    Mortgage Investors, Inc., Commercial Mortgage Pass-Through
                    Certificates, Series 2005-CKI1, from purchasing or selling
                    such Certificates in circumstances where the other party to
                    the transaction is not also in possession of such
                    information. You also acknowledge and agree that such
                    information is being provided to you for the purposes of,
                    and such information may be used only in connection with,
                    evaluation by you or another Certificateholder, Certificate
                    Owner or prospective purchaser of such Certificates or
                    beneficial interest therein;

          (d)  When delivering any report, document or other information
               pursuant to this request, the Master Servicer or the Trustee may
               (i) indicate the source thereof and may affix thereto any
               disclaimer it deems appropriate in its discretion and (ii)
               contemporaneously provide such report, document or information to
               the Depositor, the Trustee, any Underwriter, any Rating Agency or
               Certificateholders or Certificate Owners.

     6.   The Investor agrees to indemnify and hold harmless the Master
          Servicer, the Special Servicer, the Depositor, the Trustee and the
          Trust from any damage, loss, cost or liability (including legal fees
          and expenses and the cost of enforcing this indemnity) arising out of
          or resulting from any unauthorized use or disclosure of the
          Information by the Investor or any of its Representatives. The
          Investor also acknowledges and agrees that money damages would be both
          incalculable and an insufficient remedy for any breach of the terms of
          this letter by the Investor or any of its Representatives and that the
          Master Servicer, the Trustee or the Trust may seek equitable relief,
          including injunction and specific performance, as a remedy for any
          such breach. Such remedies are not the exclusive remedies for a breach
          of this letter but are in addition to all other remedies available at
          law or equity.


                                     I-1-3



     Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

     IN WITNESS WHEREOF, the Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                        [CERTIFICATEHOLDER] [BENEFICIAL
                                        OWNER OF A CERTIFICATE]


                                        By:
                                            ------------------------------------
                                        Name
                                             -----------------------------------
                                        Title:
                                               ---------------------------------
                                        Telephone No.:
                                                       -------------------------


                                     I-1-4



                                   SCHEDULE I

                        [DESCRIBE INFORMATION REQUESTED]


                                      I-1-5



                                   EXHIBIT I-2

              FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                                   ______________________, 200__

LaSalle Bank National Association
135 S. LaSalle Street
Suite 1625
Chicago, Illinois 60603

Attention: Global Securities and Trust Services Group,
           Merrill Lynch Mortgage Trust 2005-CKI1

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri 64105

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

Re: Merrill Lynch Mortgage Trust 2005-CKI1
    Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1 (the
    "Certificates")

     In accordance with the Pooling and Servicing Agreement dated as of December
1, 2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor"), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer"), J.E. Robert Company,
Inc., as special servicer, LaSalle Bank National Association, as trustee (the
"Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect to the Merrill
Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates,
Series 2005-CKI1 (the "Certificates"), the undersigned (the "Investor") hereby
certifies and agrees as follows:

     1.   The Investor is contemplating an investment in the Class ____
          Certificates.

     2.   The Investor is requesting access to the following information (the
          "Information") solely for use in evaluating such possible investment:

          ___   The information available on the Master Servicer's internet
                website pursuant to Section 3.15 of the Pooling and Servicing
                Agreement.

          ___   The information available on the Trustee's internet website
                pursuant to Sections 3.15 and 4.02 of the Pooling and Servicing
                Agreement.

          ___   The information identified on Schedule I attached hereto
                pursuant to Sections 3.15 and 4.02 of the Pooling and Servicing
                Agreement.


                                      I-2-1



     3.   In consideration of the Master Servicer's or the Trustee's disclosure
          to the Investor of the Information, the Investor will keep the
          Information confidential (except from such outside Persons as are
          assisting it in making the investment decision described in paragraph
          1), and such Information will not, without the prior written consent
          of the Master Servicer or the Trustee, as applicable, be disclosed by
          the Investor or by its Affiliates, officers, directors, partners,
          shareholders, members, managers, employees, agents or representatives
          (collectively, the "Representatives") in any manner whatsoever, in
          whole or in part; provided, that the Investor may provide all or any
          part of the Information to any other Person that holds or is
          contemplating the purchase of any Certificate or interest therein, but
          only if such Person confirms in writing such ownership interest or
          prospective ownership interest and agrees to keep it confidential; and
          provided further, that the Investor may provide all or any part of the
          Information to its auditors, legal counsel and regulators; and
          provided further, that the Investor shall not be obligated to keep
          confidential any Information that has previously been made available
          on an unrestricted basis and without a password via the Trustee's or
          the Master Servicer's, as applicable, Internet Website or has
          previously been filed with the Securities and Exchange Commission.

     4.   The Investor will not use or disclose the Information in any manner
          that 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 that would require registration
          of any Non-Registered Certificate pursuant to Section 5 of the
          Securities Act.

     5.   The Investor hereby acknowledges and agrees that:

          (a)  Neither the Master Servicer nor the Trustee will make any
               representations or warranties as to the accuracy or completeness
               of, and will assume no responsibility for, any report, document
               or other information delivered pursuant to this request or made
               available on its internet website;

          (b)  Neither the Master Servicer nor the Trustee has undertaken any
               obligation to verify the accuracy or completeness of any
               information provided by a Mortgagor, a third party, each other or
               any other Person that is included in any report, document or
               other information delivered pursuant to this request or made
               available on its respective internet website;

          (c)  Any transmittal of any report, document or other information to
               the Investor by the Master Servicer or the Trustee is subject to,
               which transmittal may (but need not be) accompanied by a letter
               containing, the following provision:

                    By receiving the information set forth herein, you hereby
                    acknowledge and agree that the United States securities laws
                    restrict any person who possesses material, non-public
                    information regarding the Trust which issued Merrill Lynch
                    Mortgage


                                      I-2-2



                    Investors, Inc., Commercial Mortgage Pass-Through
                    Certificates, Series 2005-CKI1, from purchasing or selling
                    such Certificates in circumstances where the other party to
                    the transaction is not also in possession of such
                    information. You also acknowledge and agree that such
                    information is being provided to you for the purposes of,
                    and such information may be used only in connection with,
                    evaluation by you or another Certificateholder, Certificate
                    Owner or prospective purchaser of such Certificates or
                    beneficial interest therein;

          (d)  When delivering any report, document or other information
               pursuant to this request, the Master Servicer or the Trustee may
               (i) indicate the source thereof and may affix thereto any
               disclaimer it deems appropriate in its discretion and (ii)
               contemporaneously provide such report, document or information to
               the Depositor, the Trustee, any Underwriter, any Rating Agency or
               Certificateholders or Certificate Owners.

     6.   The Investor agrees to indemnify and hold harmless the Master
          Servicer, the Special Servicer, the Depositor, the Trustee and the
          Trust from any damage, loss, cost or liability (including legal fees
          and expenses and the cost of enforcing this indemnity) arising out of
          or resulting from any unauthorized use or disclosure of the
          Information by the Investor or any of its Representatives. The
          Investor also acknowledges and agrees that money damages would be both
          incalculable and an insufficient remedy for any breach of the terms of
          this letter by the Investor or any of its Representatives and that the
          Master Servicer, the Trustee or the Trust may seek equitable relief,
          including injunction and specific performance, as a remedy for any
          such breach. Such remedies are not the exclusive remedies for a breach
          of this letter but are in addition to all other remedies available at
          law or equity.

     Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

     IN WITNESS WHEREOF, the Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                        [PROSPECTIVE PURCHASER]


                                        By:
                                            ------------------------------------
                                           Name
                                                --------------------------------
                                           Title:
                                                  ------------------------------
                                           Telephone No.:
                                                          ----------------------


                                      I-2-3



                                   SCHEDULE I

                        [DESCRIBE INFORMATION REQUESTED]


                                      I-2-4



                                    EXHIBIT J

                                   [RESERVED]


                                       J-1



                                    EXHIBIT K

                      FORM OF S&P DEFEASANCE CERTIFICATION


                                       K-1





                                    EXHIBIT K

                      FORM OF S&P DEFEASANCE CERTIFICATION

       FOR LOANS HAVING A PRINCIPAL BALANCE OF LESS THAN (A) $20,000,000,
      AND (B) 5% OF OUTSTANDING POOL BALANCE, AND WHICH LOAN IS NOT ONE OF
                   THE 10 LARGEST LOANS IN THE RESPECTIVE POOL

To:   Standard & Poor's Ratings Services
      55 Water Street
      New York, New York 10041
      Attn: Commercial Mortgage Surveillance

From: KeyCorp Real Estate Capital Markets, Inc., in its capacity as Master
      Servicer (the "Master Servicer") under the Pooling and Servicing Agreement
      dated as of December 1, 2005 (the "Pooling and Servicing Agreement"),
      among Merrill Lynch Mortgage Investors, Inc., as depositor, the Master
      Servicer, J.E. Robert Company, Inc., as special servicer, LaSalle Bank
      National Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent.

Date: _________, 20___

          Re: Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage
              Pass-Through Certificates, Series 2005-CKI1 -- Mortgage Loan (the
              "Mortgage Loan") heretofore secured by real property known
              as _______.

     Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.

     THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF THE MASTER SERVICER UNDER THE
POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

     We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:

          1.   The Mortgagor has consummated a defeasance of the Mortgage Loan
               of the type checked below:



               ____ a full defeasance of the entire outstanding principal
                    balance ($___________) of the Mortgage Loan; or

               ____ a partial defeasance of a portion ($__________) of the
                    Mortgage Loan that represents ___% of the entire principal
                    balance of the Mortgage Loan ($________);

          2.   The defeasance was consummated on __________, 20__.

          3.   The defeasance was completed in all material respects in
               accordance with the conditions for defeasance specified in the
               Mortgage Loan documents and in accordance with the Servicing
               Standard.

          4.   The defeasance collateral consists only of one or more of the
               following: (i) direct debt obligations of the U.S. Treasury, (ii)
               direct debt obligations of the Federal National Mortgage
               Association, (iii) direct debt obligations of the Federal Home
               Loan Mortgage Corporation, or (iv) interest-only direct debt
               obligations of the Resolution Funding Corporation. Such
               defeasance collateral consists of securities that (i) if they
               include a principal obligation, the principal due at maturity
               cannot vary or change, (ii) provide for interest at a fixed rate
               and (iii) are not subject to prepayment, call or early
               redemption.

          5.   After the defeasance, the defeasance collateral will be owned by
               an entity (the "Defeasance Obligor") that: (i) is the original
               Mortgagor, (ii) is a Single-Purpose Entity (as defined in the S&P
               Criteria), (iii) is subject to restrictions in its organizational
               documents substantially similar to those contained in the
               organizational documents of the original Mortgagor with respect
               to bankruptcy remoteness and single purpose, (iv) has been
               designated as the Defeasance Obligor by the originator of the
               Mortgage Loan pursuant to the terms of the Mortgage Loan
               documents, or (v) has delivered a letter from Standard & Poor's
               confirming that the organizational documents of such Defeasance
               Obligor were previously approved by Standard & Poor's. The
               Defeasance Obligor owns no assets other than defeasance
               collateral and (only in the case of the original Mortgagor) real
               property securing one or more Mortgage Loans included in the pool
               under the Pooling and Servicing Agreement (the "Pool").

          6.   If such Defeasance Obligor (together with its affiliates) holds
               more than one defeased loan, it does not (together with its
               affiliates) hold defeased loans aggregating more than $20 Million
               or more than five percent (5%) of the aggregate certificate
               balance of the Certificates as of the date of the most recent
               Distribution Date Statement received by the Master Servicer (the
               "Current Report").

          7.   The defeasance documents require that the defeasance collateral
               be credited to an eligible account (as defined in the S&P
               Criteria) that must


                                        2



               be maintained as a securities account by a securities
               intermediary that is at all times an Eligible Institution (as
               defined in the S&P Criteria). The securities intermediary may
               reinvest proceeds of the defeasance collateral only in Permitted
               Investments (as defined in the Pooling and Servicing Agreement).

          8.   The securities intermediary is obligated to pay from the proceeds
               of the defeasance collateral, directly to the Master Servicer's
               collection account, all scheduled payments on the Mortgage Loan
               or, in a partial defeasance, not less than 125% of the portion of
               such scheduled payments attributed to the allocated loan amount
               for the real property defeased (the "Scheduled Payments").

          9.   The Servicer received written confirmation from an independent
               certified public accountant stating that (i) revenues from the
               defeasance collateral (without taking into account any earnings
               on reinvestment of such revenues) will be sufficient to timely
               pay each of the Scheduled Payments including the payment in full
               of the Mortgage Loan (or the allocated portion thereof in
               connection with a partial defeasance) on its Maturity Date (or,
               in the case of an ARD Loan, on its Anticipated Repayment Date),
               (ii) the revenues received in any month from the defeasance
               collateral will be applied to make Scheduled Payments within four
               (4) months after the date of receipt, (iii) the defeasance
               collateral is not subject to prepayment, call or early
               redemption, and (iv) interest income from the defeasance
               collateral to the Defeasance Obligor in any tax year will not
               exceed such Defeasance Obligor's interest expense for the
               Mortgage Loan (or the allocated portion thereof in a partial
               defeasance) for such year, other than in the year in which the
               Maturity Date or Anticipated Repayment Date will occur, when
               interest income will exceed interest expense.

          10.  The Master Servicer received opinions of counsel that, subject to
               customary qualifications and exceptions, (i) the defeasance will
               not cause the Trust to fail to qualify as a REMIC for purpose of
               the Internal Revenue Code, (ii) the agreements executed by the
               Mortgagor and the Defeasance Obligor in connection with the
               defeasance are enforceable against them in accordance with their
               terms, and (iii) the Trustee will have a perfected, first
               priority security interest in the defeasance collateral.

          11.  The agreements executed in connection with the defeasance (i)
               prohibit subordinate liens against the defeasance collateral,
               (ii) provide for payment from sources other than the defeasance
               collateral of all fees and expenses of the securities
               intermediary for administering the defeasance and the securities
               account and all fees and expenses of maintaining the existence of
               the Defeasance Obligor, (iii) permit release of surplus
               defeasance collateral and earnings on reinvestment to the
               Defeasance Obligor only after the Mortgage Loan has been paid in
               full, (iv) include


                                        3



               representations and/or covenants of the Mortgagor and/or
               securities intermediary substantially as set forth on Exhibit B
               hereto, (v) provide for survival of such representations; and
               (vi) do not permit waiver of such representations and covenants.

          12.  The outstanding principal balance of the Mortgage Loan
               immediately before the defeasance was less than $20,000,000 and
               less than 5% of the aggregate certificate balance of the
               Certificates as of the date of the Current Report. The Mortgage
               Loan is not one of the ten (10) largest loans in the Mortgage
               Pool.

          13.  Copies of all material agreements, instruments, organizational
               documents, opinions of counsel, accountant's report and other
               items delivered in connection with the defeasance will be
               provided to you upon request.

          14.  The individual executing this notice is an authorized officer or
               a servicing officer of the Master Servicer.

     IN WITNESS WHEREOF, the Master Servicer has caused this notice to be
executed as of the date captioned above.

                                       KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                       As Master Servicer


                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:


                                       4



                                    EXHIBIT L

                                   [RESERVED]


                                       L-1



                                   EXHIBIT M-1

                         FORM OF PURCHASE OPTION NOTICE

                                                                          [Date]

[Purchase Option Holder]

     Re: Merrill Lynch Mortgage Trust 2005-CKI1
         Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

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 December 1, 2005, by and among Merrill Lynch Mortgage Investors,
Inc., as depositor, KeyCorp Real Estate Capital Markets, Inc., as master
servicer, J.E. Robert Company, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., 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 Purchase 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 number__, _______ 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 Special Servicer contact information.]


                                      M-1-1



          Please acknowledge receipt of this letter by signing the enclosed copy
and return it to my attention.

                                        Sincerely,
                                                   -----------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Purchase Option Holder's Acknowledgment


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------
Date:
      --------------------------------------


                                      M-1-2



                                   EXHIBIT M-2

                      FORM OF PURCHASE OPTION ASSIGNMENT BY
                              THE SPECIAL SERVICER

     THIS ASSIGNMENT OF PURCHASE OPTION (this "Assignment") is made effective as
of [________] by and between J.E. Robert Company, Inc. ("Assignor") and
[_______________] ("Assignee") in connection with (i) the Pooling and Servicing
Agreement dated as of December 1, 2005 (the "Agreement"), by and among Merrill
Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital
Markets, Inc., as Master Servicer, Assignor as Special Servicer, LaSalle Bank
National Association, as Trustee (the "Trustee"), and ABN AMRO Bank N.V., as
fiscal agent, with respect to the Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1 (the "Series
2005-CKI1 Securitization"), and (ii) the transfer of the Loan (defined below) to
Assignee.

     Capitalized terms used but not otherwise defined in this Assignment shall
have the respective meanings assigned to them in the Agreement.

     1. The Trust is the owner of a Mortgage Loan in the original principal
amount of $[_______] that is included in the Series 2005-CKI1 Securitization and
is secured by the Mortgaged Property commonly known as [______________________]
(the "Loan"). The Loan is a Defaulted Mortgage Loan under the Agreement and is
being serviced and administered by Assignor in its capacity as Special Servicer.

     2. Assignor, (i) pursuant to Section 3.18(c) of the Agreement, is the
deemed assignee of the Purchase Option with respect to such Loan [for a 15-day
period], (ii) pursuant to Section 3.18(c) of the Agreement, has the
unconditional right to assign the Purchase Option to a third party, and (iii)
has given all notices, if any, required to be given to any Person in order to
assign the Purchase Option and for the assignee thereof to exercise the Purchase
Option and purchase the Loan pursuant thereto.

     3. Assignee intends to purchase the Loan in compliance with the Agreement
and has requested that Assignor assign the Purchase Option to Assignee, and
Assignor desires to assign the Purchase Option to Assignee, pursuant to the
terms and conditions of this Assignment.

     NOW THEREFORE, the parties agree as follows:

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Purchase
Option with respect to the Loan under Section 3.18 of the Agreement without any
representation or warranty of any kind whatsoever.

     This Assignment is being executed by Assignee and Assignor and shall be
binding upon Assignee, Assignor and the respective permitted successors and
assigns of each of them, for the uses and purposes set forth above and shall be
effective as of the date set forth above. This Assignment may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument. Nothing in


                                      M-2-1



this Assignment shall be deemed to create or imply any right or benefit in any
person other than Assignee, Assignor or their respective permitted successors
and assigns.

     IN WITNESS WHEREOF, this Assignment has been executed by the parties as of
the date first set forth above.

     ASSIGNOR:                          J.E. ROBERT COMPANY, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


     ASSIGNEE:                          [ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

     ASSIGNEE CONTACT INFORMATION:

     Address:________________________
     ________________________________
     ________________________________
     Telephone No.:__________________
     Facsimile: _____________________


                                      M-2-2



                                   EXHIBIT M-3

                       FORM OF PURCHASE OPTION ASSIGNMENT
                   BY PLURALITY SUBORDINATE CERTIFICATEHOLDER

     THIS ASSIGNMENT OF PURCHASE OPTION (this "Assignment") is made effective as
of [________] by and between Plurality Subordinate Certificateholder(s)
("Assignor") and [_______________] ("Assignee") in connection with (i) the
Pooling and Servicing Agreement dated as of December 1, 2005 (the "Agreement"),
by and among Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as
Special Servicer, LaSalle Bank National Association, as trustee (the "Trustee"),
and ABN AMRO Bank N.V., as fiscal agent, with respect to the Merrill Lynch
Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series
2005-CKI1 (the "Series 2005-CKI1 Securitization"), and (ii) the transfer of the
Loan (defined below) to Assignee.

     Capitalized terms used but not otherwise defined in this Assignment shall
have the respective meanings assigned to them in the Agreement.

     1.   The Trust is the owner of a Mortgage Loan in the original principal
          amount of $[_______] that is included in the Series 2005-CKI1
          Securitization and is secured by the Mortgaged Property commonly known
          as [___________________________] (the "Loan"). The Loan is a Defaulted
          Mortgage Loan under the Agreement and is being serviced and
          administered by J.E. Robert Company, Inc. in its capacity as Special
          Servicer.

     2.   Assignor (i) is the Plurality Subordinate Certificateholder under the
          Agreement, (ii) pursuant to Section 3.18(c) of the Agreement, holds a
          Purchase Option with respect to the Loan, (iii) pursuant to Section
          3.18 of the Agreement, has the unconditional right to assign the
          Purchase Option to a third party, and (iv) has given all notices, if
          any, required to be given to any Person in order to assign the
          Purchase Option and for the assignee thereof to exercise the Purchase
          Option and purchase the Loan pursuant thereto.

     3.   Assignee intends to purchase the Loan in compliance with the Agreement
          and has requested that Assignor assign the Purchase Option to
          Assignee, and Assignor desires to assign the Purchase Option to
          Assignee, pursuant to the terms and conditions of this Assignment.

     NOW THEREFORE, the parties agree as follows:

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Purchase
Option with respect to the Loan under Section 3.18 of the Agreement without any
representation or warranty of any kind whatsoever.

     This Assignment is being executed by Assignee and Assignor and shall be
binding upon Assignee, Assignor and the respective permitted successors and
assigns of each of them, for the


                                      M-3-1



uses and purposes set forth above and shall be effective as of the date set
forth above. This Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Nothing in this Assignment shall be
deemed to create or imply any right or benefit in any person other than
Assignee, Assignor or their respective permitted successors and assigns.

     IN WITNESS WHEREOF, this Assignment has been executed by the parties as of
the date first set forth above.

     ASSIGNOR:                          PLURALITY SUBORDINATE
                                        CERTIFICATEHOLDER


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


     ASSIGNEE:                          [ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

     ASSIGNEE CONTACT INFORMATION:

     Address: _______________________
     ________________________________
     ________________________________

     Telephone No.:__________________
     Facsimile: _____________________

                                      M-3-2



                                    EXHIBIT N

                                   [RESERVED]


                                       N-1



                                    EXHIBIT O

                      FORM OF SARBANES-OXLEY CERTIFICATION
                                BY THE DEPOSITOR

Re:  Merrill Lynch Mortgage Trust 2005-CKI1 (the "Trust"), Commercial Mortgage
     Pass-Through Certificates, Series 2005-CKI1

     I, [identify the certifying individual], a [title] of Merrill Lynch
Mortgage Investors, Inc., the depositor (the "Depositor") into the
above-referenced Trust, certify that (capitalized terms used herein but not
defined shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement):

     1. I have reviewed the annual report on Form 10-K for the fiscal year [___]
(the "Annual Report"), and all reports on Form 8-K containing distribution or
servicing reports under the pooling and servicing agreement dated as of December
1, 2005 and related to the captioned commercial mortgage pass-through
certificates (the "Pooling and Servicing Agreement") filed in respect of periods
included in the year covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;

     2. Based on my knowledge, the information in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the Annual Report;

     3. Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Master Servicer under the Pooling
and Servicing Agreement for inclusion in these reports is included in the
Reports;

     4. Based on my knowledge and upon the annual compliance statement
included in the Annual Report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing Agreement, and except as
disclosed in the Reports, the Master Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement; and

     5. The Reports disclose all significant deficiencies relating to the
compliance of the Master Servicer with the minimum servicing standards based
upon the report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar procedure, as set forth in the Pooling and Servicing
Agreement, that is included in the Reports.


                                       O-1



     In giving the certifications set forth above, I have reasonably relied on
information provided to me by the following unaffiliated parties: KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, J.E. Robert Company, Inc., as
Special Servicer, and LaSalle Bank National Association, as Trustee.

Date:
      -------------------

Merrill Lynch Mortgage Investors, Inc.

--------------------------------
[name of certifying individual]
[title of certifying individual]


                                       O-2



                                   EXHIBIT P-1

                      FORM OF CERTIFICATION TO BE PROVIDED
                     BY THE MASTER SERVICER TO THE DEPOSITOR

Re:  Merrill Lynch Mortgage Trust 2005-CKI1 (the "Trust"), Commercial Mortgage
     Pass-Through Certificates, Series 2005-CKI1

     I, [identify the certifying individual], a [title] of KeyCorp Real Estate
Capital Markets, Inc. ("KRECM"), on behalf of KRECM, as Master Servicer, certify
to Merrill Lynch Mortgage Investors, Inc. and its officers, directors and
affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the pooling and servicing agreement
dated as of December 1, 2005 and relating to the captioned commercial mortgage
pass-through certificates (the "Pooling and Servicing Agreement"), and with the
knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley certification required by the Pooling and Servicing
Agreement, that (capitalized terms used herein but not defined shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement):

     1. I am responsible for reviewing the activities performed by KRECM
as Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement with respect to the Master Servicer [and a certificate in
the form attached as Exhibit A hereto from J.E. Robert Company, Inc. ("JER") as
Special Servicer, with respect to such entity (which certificate, to our actual
knowledge, contains no inaccurate information)], and except as disclosed in the
annual report on Form 10-K for the fiscal year [ ] (the "Annual Report"), or in
any reports on Form 8-K containing distribution or servicing reports under the
Pooling and Servicing Agreement filed in respect of periods included in the year
covered by the Annual Report (collectively with the Annual Report, the
"Reports"), KRECM has fulfilled its obligations as Master Servicer under the
Pooling and Servicing Agreement, including the provision of all reports required
to be submitted to the Trustee thereunder, and that, to the knowledge of KRECM
as Master Servicer, based upon the review required under the Pooling and
Servicing Agreement with respect to KRECM as Master Servicer [and a certificate
in the form attached as Exhibit A hereto from JER as Special Servicer, with
respect to such entity (which certificate, to our actual knowledge, contains no
inaccurate information)], such reports do not contain any material misstatements
or omissions.

     2. I have disclosed to KRECM's certified public accountants all
significant deficiencies known to me relating to the compliance of KRECM as
Master Servicer with the minimum servicing standards in accordance with a review
conducted in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the Pooling and Servicing Agreement
[and the compliance of JER as Special Servicer with the minimum servicing
standards based on a certificate in the form attached as Exhibit A hereto from
such entity].

     3. In giving the certification above, I have reasonably relied on
information provided to KRECM by the following unaffiliated parties: [names of
sub-servicers].


                                      P-1-1



Date:
      --------------------

KeyCorp Real Estate Capital Markets, Inc.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                      P-1-2



                            EXHIBIT A TO EXHIBIT P-1

           FORM OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER

Re:  Merrill Lynch Mortgage Trust 2005-CKI1 (the "Trust"),
     Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

     I, [identify the certifying individual], a[n] [title] of [identify name of
company], on behalf of J.E. Robert Company, Inc., as Special Servicer, certify
to [identify the individual signing Exhibit P-1], KeyCorp Real Estate Capital
Markets, Inc., as Master Servicer (the "Master Servicer") and their respective
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents and with the knowledge and intent that they will rely upon
this certification in delivering the Sarbanes-Oxley certification required by
the Pooling and Servicing Agreement (defined below):

     1. I am responsible for reviewing the activities performed by J.E.
Robert Company, Inc. ("JER") as special servicer (the "Special Servicer") under
the Pooling and Servicing Agreement dated as of December 1, 2005 and relating to
the captioned commercial mortgage pass-through certificates (the "Pooling and
Servicing Agreement"), and based upon my knowledge and the annual compliance
review performed as required under the Pooling and Servicing Agreement, and
except as disclosed on Schedule 1 hereto, JER, to my knowledge, has fulfilled
its obligations as Special Servicer under the Pooling and Servicing Agreement,
including the provision of all information and/or reports required to be
submitted by JER, as Special Servicer, to the Master Servicer and the Trustee
thereunder, and that, to the knowledge of JER, as Special Servicer, such reports
do not contain any material misstatements or omissions; and

     2. I have disclosed to JER's certified public accountants and the
Master Servicer's certified public accountants all significant deficiencies
known to me relating to the compliance of JER as Special Servicer with the
minimum servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
standard as set forth in the Pooling and Servicing Agreement.

Date:
      -------------------------

J.E. Robert Company, Inc.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                      P-1-3



                                   EXHIBIT P-2

                      FORM OF CERTIFICATION TO BE PROVIDED
                         BY THE TRUSTEE TO THE DEPOSITOR

Re:  Merrill Lynch Mortgage Trust 2005-CKI1 (the "Trust"),
     Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

     I, [identify the certifying individual], a [title] of LaSalle Bank National
Association, certify to Merrill Lynch Mortgage Investors, Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification in delivering the Sarbanes-Oxley Certification required
by the pooling and servicing agreement, dated as of December 1, 2005 and related
to the captioned commercial mortgage pass-through certificates (the "Pooling and
Servicing Agreement") (capitalized terms used herein but not defined shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement):

     1. I have reviewed the annual report on Form 10-K for the fiscal year
[___] (the "Annual Report"), and all reports on Form 8-K containing distribution
reports under the Pooling and Servicing Agreement filed in respect of periods
included in the year covered by the Annual Report (collectively with the Annual
Report, the "Reports"), of the Trust;

     2. Based on my knowledge, the information in these distribution
reports and any other information in the Reports prepared by the Trustee, taken
as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the Annual Report;

     3. Based on my knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included in
the Reports.

Date:
      -------------------------

LaSalle Bank National Association,
as trustee


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                      P-2-1



                                   EXHIBIT P-3

                      FORM OF CERTIFICATION TO BE PROVIDED
                    BY THE SPECIAL SERVICER TO THE DEPOSITOR

Re:  Merrill Lynch Mortgage Trust 2005-CKI1 (the "Trust"),
     Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1

     I, [identify the certifying individual], a [title] of J.E. Robert Company,
Inc., certify to Merrill Lynch Mortgage Investors, Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification in delivering the Sarbanes-Oxley Certification required
by the pooling and servicing agreement, dated as of December 1, 2005 and related
to the captioned commercial mortgage pass-through certificates (the "Pooling and
Servicing Agreement") (capitalized terms used herein but not defined shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement):

     1. I have reviewed the servicing reports or information relating to
the Trust delivered by the Special Servicer to the Master Servicer and the
Trustee under the Pooling and Servicing Agreement, covering the fiscal year
[__];

     2. Based on my knowledge, the servicing information in these reports
delivered by the Special Servicer, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period covered by these
servicing reports.

     3. I am responsible for reviewing the activities performed by J.E.
Robert Company, Inc. ("JER") as Special Servicer under the Pooling and Servicing
Agreement and, based upon my knowledge and the annual compliance review required
under the Pooling and Servicing Agreement with respect to the Master Servicer
[,and except as disclosed on Schedule 1 hereto], JER has fulfilled its
obligations under the Pooling and Servicing Agreement, including the provision
of all information and/or reports required to be submitted by JER, as Special
Servicer, to the Master Servicer and the Trustee thereunder.

     4. The accountant's statement delivered pursuant to Section 3.14 of
the Pooling and Servicing Agreement discloses all significant deficiencies
relating to the Special Servicer's compliance with the minimum servicing
standards based upon the report provided by an independent public accountant,
after conducting a review in compliance with the Uniform Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing
Agreement.

J.E. Robert Company, Inc.               Date:
                                              ------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
      -------------------------------


                                      P-3-1