Exhibit 4.1

                                                             EXECUTION VERSION


                    MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor


                                      and


                          MIDLAND LOAN SERVICES, INC.
                     Master Servicer and Special Servicer


                                      and


                            WELLS FARGO BANK, N.A.
                                    Trustee





                        POOLING AND SERVICING AGREEMENT


                           Dated as of June 1, 2005


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


                         $1,737,922,951 (approximate)


                 Commercial Mortgage Pass-Through Certificates


                               Series 2005-MCP1






<PAGE>
<TABLE>
<CAPTION>



                                                      TABLE OF CONTENTS

                                                                                                                       Page
                                                                                                                       ----


                                                         ARTICLE I

                                                        DEFINITIONS

   <S>                     <C>                                                                                          <C>
   SECTION 1.01.           Defined Terms..................................................................................6
   SECTION 1.02.           Certain Adjustments to the Principal Distributions on the Certificates........................78

                                                         ARTICLE II

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

   SECTION 2.01.           Conveyance of Trust Mortgage Loans............................................................81
   SECTION 2.02.           Acceptance of the Trust Fund by Trustee.......................................................83
   SECTION 2.03.           Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage
                             Loans for Document Defects and Breaches of Representations and Warranties...................85
   SECTION 2.04.           Representations and Warranties of Depositor...................................................89
   SECTION 2.05.           Acceptance of REMIC I by Trustee..............................................................90
   SECTION 2.06.           Execution, Authentication and Delivery of Class R-I Certificates..............................90
   SECTION 2.07.           Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee....................90
   SECTION 2.08.           Execution, Authentication and Delivery of REMIC II Certificates...............................91
   SECTION 2.09.           Execution, Authentication and Delivery of Class Z Certificates................................91

                                                         ARTICLE III

                                       ADMINISTRATION AND SERVICING OF THE TRUST FUND

   SECTION 3.01.           Administration of the Mortgage Loans..........................................................92
   SECTION 3.02.           Collection of Mortgage Loan Payments..........................................................94
   SECTION 3.03.           Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts......97
   SECTION 3.04.           Collection Account, Interest Reserve Account, Additional Interest Account,
                             Distribution Account, Gain-on-Sale Reserve Account and
                             Loan Combination Custodial Accounts........................................................102
   SECTION 3.05.           Permitted Withdrawals From the Collection Account, the Interest Reserve Account,
                             the Additional Interest Account, the Distribution Account and the Loan Combination
                             Custodial Accounts.........................................................................109
   SECTION 3.06.           Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Collection Account,
                             the Distribution Account, the Loan Combination Custodial Accounts, the Additional Interest
                             Account, the Gain-on-Sale Reserve Account and the REO Accounts.............................119
   SECTION 3.07.           Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage................121


<PAGE>


   SECTION 3.08.           Enforcement of Alienation Clauses............................................................125
   SECTION 3.09.           Realization Upon Defaulted Mortgage Loans; Required Appraisals...............................127
   SECTION 3.10.           Trustee and Custodian to Cooperate; Release of Mortgage Files................................132
   SECTION 3.11.           Servicing Compensation.......................................................................133
   SECTION 3.12.           Property Inspections; Collection of Financial Statements; Delivery of Certain Reports........139
   SECTION 3.13.           Annual Statement as to Compliance............................................................143
   SECTION 3.14.           Reports by Independent Public Accountants....................................................143
   SECTION 3.15.           Access to Certain Information................................................................144
   SECTION 3.16.           Title to REO Property; REO Accounts..........................................................147
   SECTION 3.17.           Management of REO Property...................................................................149
   SECTION 3.18.           Resolution of Defaulted Mortgage Loans and REO Properties....................................153
   SECTION 3.19.           Additional Obligations of Master Servicer....................................................158
   SECTION 3.20.           Modifications, Waivers, Amendments and Consents..............................................160
   SECTION 3.21.           Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping...........166
   SECTION 3.22.           Sub-Servicing Agreements.....................................................................169
   SECTION 3.23.           Representations and Warranties of Master Servicer and Special Servicer.......................172
   SECTION 3.24.           Sub-Servicing Agreement Representation and Warranty..........................................174
   SECTION 3.25.           Designation of Controlling Class Representative..............................................175
   SECTION 3.26.           Application of Default Charges...............................................................176
   SECTION 3.27.           Controlling Class Representative Contact with Servicer.......................................178
   SECTION 3.28.           Certain Matters Regarding the Loan Combinations..............................................178

                                                         ARTICLE IV

                                               PAYMENTS TO CERTIFICATEHOLDERS

   SECTION 4.01.           Distributions................................................................................180
   SECTION 4.02.           Statements to Certificateholders.............................................................192
   SECTION 4.03.           P&I Advances; Reimbursement of P&I Advances and Servicing Advances...........................196
   SECTION 4.04.           Allocation of Realized Losses and Additional Trust Fund Expenses.............................201
   SECTION 4.05.           Calculations.................................................................................203
   SECTION 4.06.           Use of Agents................................................................................203

                                                          ARTICLE V

                                                      THE CERTIFICATES

   SECTION 5.01.           The Certificates.............................................................................204
   SECTION 5.02.           Registration of Transfer and Exchange of Certificates........................................204
   SECTION 5.03.           Book-Entry Certificates......................................................................211
   SECTION 5.04.           Mutilated, Destroyed, Lost or Stolen Certificates............................................212
   SECTION 5.05.           Persons Deemed Owners........................................................................213

                                                         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.................................214
   SECTION 6.02.           Merger, Consolidation or Conversion of Depositor or Master Servicer or Special Servicer......214
   SECTION 6.03.           Limitation on Liability of the Depositor, the Master Servicer,
                             the Special Servicer and Others............................................................214
   SECTION 6.04.           Resignation of Master Servicer and the Special Servicer......................................217
   SECTION 6.05.           Rights of Depositor and Trustee in Respect of Master Servicer and the Special Servicer.......218
   SECTION 6.06.           Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................219
   SECTION 6.07.           Depositor, Special Servicer and Trustee to Cooperate with Master Servicer....................219
   SECTION 6.08.           Depositor, Master Servicer and Trustee to Cooperate with Special Servicer....................219
   SECTION 6.09.           Designation of Special Servicer by the Controlling Class; Termination of Special Servicer With
                             Respect to Westchester Trust Mortgage Loan.................................................219
   SECTION 6.10.           Master Servicer or Special Servicer as Owner of a Certificate................................222
   SECTION 6.11.           The Controlling Class Representative.........................................................222
   SECTION 6.12.           Certain Matters with Respect to the Westchester Loan Combination.............................225

                                                              ARTICLE VII

                                                                DEFAULT

   SECTION 7.01.           Events of Default............................................................................229
   SECTION 7.02.           Trustee to Act; Appointment of Successor.....................................................234
   SECTION 7.03.           Notification to Certificateholders...........................................................235
   SECTION 7.04.           Waiver of Events of Default..................................................................235
   SECTION 7.05.           Additional Remedies of Trustee Upon Event of Default.........................................235

                                                             ARTICLE VIII

                                                        CONCERNING THE TRUSTEE

   SECTION 8.01.           Duties of Trustee............................................................................237
   SECTION 8.02.           Certain Matters Affecting Trustee............................................................238
   SECTION 8.03.           Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                             Certificates or Mortgage Loans.............................................................239
   SECTION 8.04.           Trustee and Fiscal Agent May Own Certificates................................................240
   SECTION 8.05.           Fees and Expenses of Trustee; Indemnification of Trustee.....................................240
   SECTION 8.06.           Eligibility Requirements for Trustee.........................................................241
   SECTION 8.07.           Resignation and Removal of Trustee...........................................................241
   SECTION 8.08.           Successor Trustee............................................................................242
   SECTION 8.09.           Merger or Consolidation of Trustee...........................................................243
   SECTION 8.10.           Appointment of Co-Trustee or Separate Trustee................................................243
   SECTION 8.11.           Appointment of Custodians....................................................................244
   SECTION 8.12.           Appointment of Authenticating Agents.........................................................245
   SECTION 8.13.           Access to Certain Information................................................................246
   SECTION 8.14.           Appointment of REMIC Administrators..........................................................246
   SECTION 8.15.           Representations, Warranties and Covenants of Trustee.........................................247
   SECTION 8.16.           Reports to the Securities and Exchange Commission............................................248
   SECTION 8.17.           Maintenance of Mortgage File.................................................................253
   SECTION 8.18.           Appointment of Fiscal Agent..................................................................253

                                                              ARTICLE IX

                                                              TERMINATION

   SECTION 9.01.           Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.......................255
   SECTION 9.02.           Additional Termination Requirements..........................................................258

                                                               ARTICLE X

                                                       ADDITIONAL TAX PROVISIONS

   SECTION 10.01.          REMIC Administration.........................................................................259
   SECTION 10.02.          Grantor Trust Administration.................................................................262

                                                              ARTICLE XI

                                                       MISCELLANEOUS PROVISIONS

   SECTION 11.01.          Amendment....................................................................................265
   SECTION 11.02.          Recordation of Agreement; Counterparts.......................................................267
   SECTION 11.03.          Limitation on Rights of Certificateholders...................................................267
   SECTION 11.04.          Governing Law................................................................................268
   SECTION 11.05.          Notices......................................................................................268
   SECTION 11.06.          Severability of Provisions...................................................................269
   SECTION 11.07.          Grant of a Security Interest.................................................................270
   SECTION 11.08.          Streit Act...................................................................................270
   SECTION 11.09.          Successors and Assigns; Beneficiaries........................................................270
   SECTION 11.10.          Article and Section Headings.................................................................270
   SECTION 11.11.          Notices to Rating Agencies...................................................................271
   SECTION 11.12.          Complete Agreement...........................................................................272
</TABLE>



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<TABLE>
<CAPTION>

EXHIBITS
Exhibit No.        Exhibit Description
-----------        -------------------
   <S>             <C>
    A-1            Form of Class A-1, A-2, A-3, A-SB, A-4 and A-1A Certificates
    A-2            Form of Class XP Certificate
    A-3            Form of Class XC 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             Mortgage Loan Schedule
     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(c))
   E-2A            Form I of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
                     (Pursuant to Section 5.02(c))
   E-2B            Form II of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
                     (Pursuant to Section 5.02(c))
   E-2C            Form of Transferee Certificate for Transfers of Interests in Rule 144A Global Certificates
                     (Pursuant to Section 5.02(c))
    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             List of Mortgage Loans with Secured Creditor Impaired Property Environmental Insurance Policies
     K             Form of S&P Defeasance Certification
     L             Class XP Reference Rate Schedule
    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
     N             Form of Distribution Date Statement
     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
     Q             [RESERVED]
     R             List of Sub-Servicing Agreements In Effect on the Closing Date
     S             Class A-SB Planned Principal Balance
     T             List of Mortgage Loans Requiring Operations and Maintenance Plans
</TABLE>


<PAGE>


                        POOLING AND SERVICING AGREEMENT

         This Pooling and Servicing Agreement is dated and effective as of
June 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as Depositor,
MIDLAND LOAN SERVICES, INC., as Master Servicer and as Special Servicer, and
WELLS FARGO BANK, N.A., as Trustee.

                            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
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 a Class of Class X Certificates,
each Component thereof) 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 or REMIC I Regular Interests (each, a "Corresponding
REMIC I Regular Interest") for each Class of Sequential Pay Certificates; and
(iv) the initial REMIC I Principal Balance of each Corresponding REMIC I
Regular Interest.

<TABLE>
<CAPTION>

-------------------------- ------------------------ ------------------------------- ----------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
-------------------------- ------------------------ ------------------------------- ----------------------------------------
<S>                           <C>                   <C>                                 <C>
Class A-1                     $       67,693,000    LA-1-1                              $       3,982,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1-2                              $       5,335,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1-3                              $      31,725,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1-4                              $      26,651,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class A-2                     $      346,500,000    LA-2-1                              $       9,690,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------


<PAGE>



-------------------------- ------------------------ ------------------------------- ----------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-2                              $      36,124,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-3                              $      35,474,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-4                              $      34,527,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-5                              $      33,892,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-6                              $     188,826,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-2-7                              $       7,967,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class A-3                     $       47,661,000    LA-3                                $      47,661,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class A-SB                    $      100,000,000    LA-SB-1                             $      87,654,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-SB-2                             $      12,346,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class A-4                     $      526,039,000    LA-4-1                              $      14,571,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-2                              $      25,824,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-3                              $      24,738,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-4                              $      56,508,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-5                              $      22,522,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-6                              $      25,019,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-4-7                              $     356,857,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class A-1A                    $      128,700,000    LA-1A-1                             $         351,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-2                             $         460,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-3                             $       2,595,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-4                             $       2,987,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-5                             $       2,953,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-6                             $       2,926,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------


                                     -2-
<PAGE>


-------------------------- ------------------------ ------------------------------- ----------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-7                             $       2,968,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-8                             $       2,928,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-9                             $       2,798,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-10                            $       2,762,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-11                            $       2,640,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-12                            $       2,607,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-13                            $       2,493,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-14                            $       6,980,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-15                            $       2,240,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-16                            $       2,194,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LA-1A-17                            $      85,818,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class AM                      $      173,800,000    LAM                                 $     173,800,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class AJ                      $      115,142,000    LAJ                                 $     115,142,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class B                       $       36,932,000    LB                                  $      36,932,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class C                       $       15,208,000    LC-1                                $         572,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LC-2                                $       8,773,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LC-3                                $       5,863,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class D                       $       32,587,000    LD-1                                $       3,721,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LD-2                                $      10,332,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LD-3                                $       9,914,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LD-4                                $       8,620,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class E                       $       19,553,000    LE-1                                $         942,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------


                                     -3-
<PAGE>


-------------------------- ------------------------ ------------------------------- ----------------------------------------
        Class of                                            Corresponding
     Sequential Pay            Original Class                  REMIC I                          Initial REMIC I
      Certificates            Principal Balance          Regular Interest(s)                   Principal Balance
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LE-2                                $      11,589,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LE-3                                $       7,022,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class F                       $       28,242,000    LF-1                                $      14,652,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LF-2                                $      13,590,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class G                       $       17,380,000    LG-1                                $       1,292,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LG-2                                $      15,647,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LG-3                                $         441,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class H                       $       21,725,000    LH-1                                $       6,803,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LH-2                                $      14,922,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class J                       $        6,518,000    LJ                                  $       6,518,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class K                       $        8,690,000    LK-1                                $       5,218,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
                                                    LK-2                                $       3,472,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class L                       $        6,517,000    LL                                  $       6,517,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class M                       $        4,345,000    LM                                  $       4,345,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class N                       $        4,345,000    LN                                  $       4,345,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class P                       $        8,690,000    LP                                  $       8,690,000
-------------------------- ------------------------ ------------------------------- ----------------------------------------
Class Q                       $       21,725,951    LQ                                  $      21,725,951
-------------------------- ------------------------ ------------------------------- ----------------------------------------
</TABLE>


         The Non-Trust Loans (which term includes each B-Note Non-Trust Loan,
each Westchester Subordinate Non-Trust Loan and the Westchester Pari Passu
Non-Trust Loan) are not part of the Trust Fund, but each is secured by the
same Mortgage on the same Mortgaged Property that also secures the related
Trust Mortgage Loan (which is either an A-Note Trust Mortgage Loan (in the
case of a B-Note Non-Trust Loan) or the Westchester Trust Mortgage Loan (in
the case of a Westchester Subordinate Non-Trust Loan or the Westchester Pari
Passu Non-Trust Loan) and is part of the Trust Fund). As and to the extent
provided in the related Loan Combination Intercreditor Agreement, each B-Note
Non-Trust Loan is generally subordinate to the related A-Note Trust Mortgage
Loan. As and to the extent provided in the related Loan Combination
Intercreditor Agreement, the Westchester Subordinate Non-Trust Loans are
subordinate in right of payment and in other respects to, and the



                                     -4-
<PAGE>


Westchester Pari Passu Non-Trust Loan is pari passu in right of payment and in
other respects with, the Westchester Trust Mortgage Loan. As and to the extent
provided herein and in the related Loan Combination Intercreditor Agreement,
the Non-Trust Loans will be serviced and administered in accordance with this
Agreement. Amounts attributable to the Non-Trust Loans shall not be assets of
the Trust Fund, and shall be owned by the related Non-Trust Noteholders.

         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". 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 and Grantor Trust E,
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 and the Trustee agree as
follows:


                                     -5-
<PAGE>


                                   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.

         "844 Front Street A-Note Trust Mortgage Loan": The A-Note Trust
Mortgage Loan identified as loan number 32 on the Mortgage Loan Schedule and
as being secured by retail property located at 844 Front Street.

         "844 Front Street B-Note Non-Trust Loan": The B-Note Non-Trust Loan
that relates to the 844 Front Street A-Note Trust Mortgage Loan.


         "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 A-Note Trust Mortgage Loans in the Trust are
the 844 Front Street A-Note Trust Mortgage Loan, the Hilton Garden Inn - Boca
Raton A-Note Trust Mortgage Loan, the Hilton Garden Inn - Fairfax A-Note Trust
Mortgage Loan, the Hilton Garden Inn - Miramar A-Note Trust Mortgage Loan and
the Prium Office Portfolio II A-Note Trust Mortgage Loan.


         "A/B Loan Combination": Collectively, each A-Note Trust Mortgage Loan
and 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 for any Distribution Date, one month's interest at
the Pass-Through Rate applicable to such Class of Certificates for such
Distribution Date, accrued on the related Class Principal Balance outstanding
immediately prior to such Distribution Date; with respect to the Class XC
Certificates for any Distribution Date, the aggregate of all Accrued Component
Interest with respect to the Class XC


                                     -6-
<PAGE>


Components for such Distribution Date; and, with respect to the Class XP
Certificates for any Distribution Date, the aggregate of all Accrued Component
Interest with respect to the Class XP 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 for any Distribution Date, shall
be deemed to accrue during the calendar month preceding the month in which
such Distribution Date occurs.

         "Accrued Component Interest": With respect to each Class XC Component
and Class XP Component for any Distribution Date, one month's interest at the
Class XC Strip Rate (in the case of a Class XC Component) or Class XP Strip
Rate (in the case of a Class XP Component), as applicable, with respect to
such Component for such Distribution Date, accrued on the Component Notional
Amount of such Component outstanding immediately prior to such Distribution
Date. Accrued Component Interest shall be calculated on a 30/360 Basis and,
with respect to any Class XC Component or Class XP 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
"Wells Fargo Bank, N.A. as Trustee, in trust for the registered holders of
Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-MCP1, 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.


                                     -7-
<PAGE>


         "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Principal Recovery Fees and, in accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master Servicer, the Special Servicer, the
Trustee and any Fiscal Agent on Advances (to the extent not offset by 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
Distribution Date and any Class of Sequential Pay Certificates (other than any
Excluded Class) entitled to distributions of principal pursuant to Section
4.01(a) on such Distribution Date, provided that a Yield Maintenance Charge
and/or Prepayment Premium was actually collected 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 from which such Class of
Certificates 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(j) 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 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 on
such Distribution Date (or, for so long as the Class A-4 and Class A-1A
Certificates are outstanding, principal distributable on the subject Class of
Sequential Pay Certificates 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 (or, so long as the Class A-4 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.


                                     -8-
<PAGE>


         "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. ss. 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 any
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 (or, in the case of the
Westchester Loan Combination, the Westchester Controlling Party), 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 (or, if applicable, the Westchester Loan Combination)
remains a Required Appraisal Mortgage Loan, equal to the sum (without
duplication) of (i) the Stated Principal Balance of such Required Appraisal
Mortgage Loan, (ii) to the extent not previously advanced by or on behalf of
the Master Servicer, the Trustee or any Fiscal Agent, all unpaid interest
accrued on such Required Appraisal Mortgage Loan through the most recent Due


                                     -9-
<PAGE>


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 any 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) if applicable, in the case of the Westchester 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 Westchester Pari Passu Non-Trust Loan (or any successor REO Loan with
respect thereto) that is payable under any Westchester 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 Westchester 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 Westchester Loan Combination shall be allocated
first to the Westchester Subordinate Non-Trust Loans, in reverse order of
seniority (i.e., commencing with the most junior Westchester Subordinate
Non-Trust Loan), in each case up to the outstanding principal balance thereof,
and then to the Westchester Trust Mortgage Loan and the Westchester 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 any 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).


                                     -10-
<PAGE>


         "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 of, without duplication, (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, which amounts shall, in the case of the initial
Distribution Date, include the Closing Date Deposit, (ii) the aggregate amount
of any P&I Advances made by the Master Servicer, the Trustee or any 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


                                     -11-
<PAGE>


respect to the Distribution Date occurring in February of each year and in
January of each year that is 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 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. The B-Note Non-Trust Loans are the 844 Front
Street B-Note Non-Trust Loan, the Hilton Garden Inn - Boca Raton B-Note
Non-Trust Loan, the Hilton Garden Inn - Fairfax B-Note Non-Trust Loan, the
Hilton Garden Inn - Miramar B-Note Non-Trust Loan and the Prium Office
Portfolio II B-Note Non-Trust 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).

         "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
Minneapolis, Minnesota), or the offices of the Master Servicer (which as of
the Closing Date is Overland Park, Kansas), or the offices of the Special
Servicer (which as of the Closing Date is Overland Park, Kansas), 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


                                     -12-
<PAGE>


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 thereof that would have
constituted Penalty Interest and 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-MCP1,
Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, as executed
by the Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.

         "Certificate Factor": With respect to any Class of Regular
Certificates 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, Class XC Notional Amount or Class XP Notional
Amount, as applicable, of such Class of Regular Certificates and the
denominator of which is the Original Class Principal Balance or Original
Notional Amount, as the case may be, of such Class of Regular Certificates.

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

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

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

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


                                     -13-
<PAGE>


Depositor, any Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Trustee or any 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 any 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
alphabetical and, if applicable, numerical class designation.

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

         "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-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-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-4 Certificate": Any one of the Certificates with a "Class
A-4" 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.


                                     -14-
<PAGE>


         "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 Exhibit S 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.

         "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.


                                     -15-
<PAGE>


         "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 outstanding from time to time. As of the
Closing Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall equal the Original Class Principal Balance thereof. On each
Distribution Date, the Class Principal Balance of each Class of Sequential Pay
Certificates shall be reduced by the amount of any distributions of principal
made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as
applicable, and shall be further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses allocated thereto on such Distribution Date
pursuant to Section 4.04(a). The respective Class Principal Balances of any
Classes of Sequential Pay Certificates to which there has been allocated
unreimbursed Realized Losses and Additional Trust Fund Expenses shall be
increased, in sequential order beginning with the most senior affected Class
of Sequential Pay Certificates, by the amount of 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; provided that the Class
Principal Balance of any such Class of Sequential Pay Certificates 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 Sequential Pay Certificates on any Distribution
Date shall not exceed the excess, if any, of (i) 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 (ii) the aggregate of the Class Principal Balances of the
respective Classes of Sequential Pay Certificates 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. Distributions in
respect of a reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated to a Class of Sequential Pay Certificates shall
not constitute distributions of principal and shall not result in reduction of
the related Class Principal Balance.


                                     -16-
<PAGE>


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

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

         "Class XC Components": Each of the Components identified in the table
in the definition of "Component" as being a Class XC Component.

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

         "Class XC Strip Rate": With respect to any Class XC Component that
does not have a Corresponding Class XP 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; and in the case of any Class XC Component that has
a Corresponding Class XP Component, for any Distribution Date, a rate per
annum equal to (i) for any Distribution Date occurring on or before the Class
XP Termination Date for such Corresponding Class XP Component, (x) the
Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date
minus (y) the sum of the Pass-Through Rate for the Corresponding Certificates
for such Distribution Date and the Class XP Strip Rate for such Corresponding
Class XP Component for such Distribution Date, and (ii) for any Distribution
Date occurring after the Class XP Termination Date for such Corresponding
Class XP Component, a rate per annum equal to (x) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding Certificates. In no event, however,
shall any Class XC Strip Rate be less than zero.

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

         "Class XP Components": Each of the Components identified in the table
in the definition of "Component" as being a Class XP Component.

         "Class XP Notional Amount":


                                     -17-
<PAGE>


     (i)    With respect to any Distribution Date on or prior to the
Distribution Date in December 2005, the sum of (a) the lesser of $63,711,000
and the Class Principal Balance of the Class A-1 Certificates outstanding from
time to time, (b) the lesser of $128,349,000 and the Class Principal Balance
of the Class A-1A Certificates outstanding from time to time, and (c) the
Class Principal Balance of the Class A-2, Class A-3, Class A-SB, Class A-4,
Class AM, Class AJ, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K and Class L Certificates outstanding from time to
time;

     (ii)   With respect to any Distribution Date after the Distribution Date in
December 2005 through and including the Distribution Date in June 2006, the
sum of (a) the lesser of $58,376,000 and the Class Principal Balance of the
Class A-1 Certificates outstanding from time to time, (b) the lesser of
$127,889,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, and (c) the Class Principal Balance of the
Class A-2, Class A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and
Class L Certificates outstanding from time to time;

     (iii)  With respect to any Distribution Date after the Distribution Date
in June 2006 through and including the Distribution Date in December 2006, the
sum of (a) the lesser of $26,651,000 and the Class Principal Balance of the
Class A-1 Certificates outstanding from time to time, (b) the lesser of
$125,294,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, and (c) the Class Principal Balance of the
Class A-2, Class A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and
Class L Certificates outstanding from time to time;

     (iv)   With respect to any Distribution Date after the Distribution Date in
December 2006 through and including the Distribution Date in June 2007, the
sum of (a) the lesser of $336,810,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from time to time, (b) the lesser of
$122,307,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, and (c) the Class Principal Balance of the
Class A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K and Class L
Certificates outstanding from time to time;

     (v)    With respect to any Distribution Date after the Distribution Date in
June 2007 through and including the Distribution Date in December 2007, the
sum of (a) the lesser of $300,686,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from time to time, (b) the lesser of
$119,354,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D,
Class E, Class F, Class G, Class H and Class J Certificates outstanding from
time to time, and (d) the lesser of $3,472,000 and the Class Principal Balance
of the Class K Certificates outstanding from time to time;

     (vi)   With respect to any Distribution Date after the Distribution Date in
December 2007 through and including the Distribution Date in June 2008, the
sum of (a) the lesser of $265,212,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from


                                     -18-
<PAGE>


time to time, (b) the lesser of $116,428,000 and the Class Principal Balance
of the Class A-1A Certificates outstanding from time to time, (c) the Class
Principal Balance of the Class A-3, Class A-SB, Class A-4, Class AM, Class AJ,
Class B, Class C, Class D, Class E, Class F and Class G Certificates
outstanding from time to time, and (d) the lesser of $14,922,000 and the Class
Principal Balance of the Class H Certificates outstanding from time to time;

     (vii)  With respect to any Distribution Date after the Distribution Date
in June 2008 through and including the Distribution Date in December 2008, the
sum of (a) the lesser of $230,685,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from time to time, (b) the lesser of
$113,460,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D,
Class E and Class F Certificates outstanding from time to time, and (d) the
lesser of $16,088,000 and the Class Principal Balance of the Class G
Certificates outstanding from time to time;


     (viii) With respect to any Distribution Date after the Distribution Date
in December 2008 through and including the Distribution Date in June 2009, the
sum of (a) the lesser of $196,793,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from time to time, (b) the lesser of
$110,532,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D,
Class E and Class F Certificates outstanding from time to time, and (d) the
lesser of $441,000 and the Class Principal Balance of the Class G Certificates
outstanding from time to time;

     (ix)   With respect to any distribution date after the Distribution Date in
June 2009 through and including the Distribution Date in December 2009, the
sum of (a) the lesser of $7,967,000 and the Class Principal Balance of the
Class A-2 Certificates outstanding from time to time, (b) the lesser of
$107,734,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
A-3, Class A-SB, Class A-4, Class AM, Class AJ, Class B, Class C, Class D and
E Certificates outstanding from time to time, and (d) the lesser of
$13,590,000 and the Class Principal Balance of the Class F Certificates
outstanding from time to time;


     (x)    With respect to any distribution date after the Distribution Date in
December 2009 through and including the Distribution Date in June 2010, the
sum of (a) the lesser of $12,346,000 and the Class Principal Balance of the
Class A-SB Certificates outstanding from time to time, (b) the lesser of
$104,972,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
A-4, Class AM, Class AJ, Class B, Class C and Class D Certificates outstanding
from time to time, and (d) the lesser of $18,611,000 and the Class Principal
Balance of the Class E Certificates outstanding from time to time;

     (xi)   With respect to any Distribution Date after the Distribution Date in
June 2010 through and including the Distribution Date in December 2010, the
sum of (a) the lesser of $511,468,000 and the Class Principal Balance of the
Class A-4 Certificates outstanding from time to time, (b) the lesser of
$102,332,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
AM,


                                     -19-
<PAGE>


Class AJ, Class B, Class C and Class D Certificates outstanding from time to
time, and (d) the lesser of $7,022,000 and the Class Principal Balance of the
Class E Certificates outstanding from time to time;

     (xii)  With respect to any Distribution Date after the Distribution Date
in December 2010 through and including the Distribution Date in June 2011, the
sum of (a) the lesser of $485,644,000 and the Class Principal Balance of the
Class A-4 Certificates outstanding from time to time, (b) the lesser of
$99,725,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
AM, Class AJ, Class B and Class C Certificates outstanding from time to time,
and (d) the lesser of $28,866,000 and the Class Principal Balance of the Class
D Certificates outstanding from time to time;

     (xiii) With respect to any Distribution Date after the Distribution Date
in June 2011 through and including the Distribution Date in December 2011 the
sum of (a) the lesser of $460,906,000 and the Class Principal Balance of the
Class A-4 Certificates outstanding from time to time, (b) the lesser of
$97,232,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
AM, Class AJ, Class B and Class C Certificates outstanding from time to time,
and (d) the lesser of $18,534,000 and the Class Principal Balance of the Class
D Certificates outstanding from time to time;

     (xiv)  With respect to any Distribution Date after the Distribution Date
in December 2011 through and including the Distribution Date in June 2012 the
sum of (a) the lesser of $404,398,000 and the Class Principal Balance of the
Class A-4 Certificates outstanding from time to time, (b) the lesser of
$90,252,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
AM, Class AJ, Class B and Class C Certificates outstanding from time to time,
and (d) the lesser of $8,620,000 and the Class Principal Balance of the Class
D Certificates outstanding from time to time;

     (xv)   With respect to any Distribution Date after the Distribution Date in
June 2012 through and including the Distribution Date in December 2012 the sum
of (a) the lesser of $381,876,000 and the Class Principal Balance of the Class
A-4 Certificates outstanding from time to time, (b) the lesser of $88,012,000
and the Class Principal Balance of the Class A-1A Certificates outstanding
from time to time, (c) the Class Principal Balance of the Class AM, Class AJ
and Class B Certificates outstanding from time to time, and (d) the lesser of
$14,636,000 and the Class Principal Balance of the Class C Certificates
outstanding from time to time;

     (xvi)  With respect to any Distribution Date after the Distribution Date
in December 2012 through and including the Distribution Date in June 2013, the
sum of (a) the lesser of $356,857,000 and the Class Principal Balance of the
Class A-4 Certificates outstanding from time to time, (b) the lesser of
$85,818,000 and the Class Principal Balance of the Class A-1A Certificates
outstanding from time to time, (c) the Class Principal Balance of the Class
AM, Class AJ and Class B Certificates outstanding from time to time, and (d)
the lesser of $5,863,000 and the Class Principal Balance of the Class C
Certificates outstanding from time to time; and


                                     -20-
<PAGE>


     (xvii) With respect to any Distribution Date after the Distribution Date
in June 2013, $0.

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

         "Class XP Strip Rate": With respect to any Class XP Component for any
Distribution Date, a rate per annum equal to (1) for any Distribution Date
occurring on or before the Class XP Termination Date for such Class XP
Component, the excess, if any, of (x) the lesser of (i) the Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date and (ii) the Class
XP Reference Rate for such Distribution Date, over (y) the Pass-Through Rate
in effect for such Distribution Date for the Corresponding Certificates
(provided that in no event shall any Class XP Strip Rate be less than zero),
and (2) for any Distribution Date occurring after the Class XP Termination
Date for such Class XP Component, 0% per annum.

         "Class XP Termination Date": With respect to each Class XP Component,
the Distribution Date that occurs in the month and year specified in the table
in the definition of "Component".

         "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.

         "Closing Date": June 29, 2005.

         "Closing Date Deposit": With respect to each of MLMLI and PNC, a cash
amount to be deposited by each such Mortgage Loan Seller, as applicable,
pursuant to the related Mortgage Loan Purchase Agreement, in respect of each
Trust Mortgage Loan (that is one of the Trust Mortgage Loans identified as
loan numbers 5, 13, 38, 67 and 102 on the Mortgage Loan Schedule) sold by such
Mortgage Loan Seller to the Depositor that does not have its first Scheduled
Payment due until August 2005, which cash amount represents the aggregate
amount of interest that would have accrued during the entire month of June
2005 at the related Net Mortgage Rate on the Cut-off Date Balance of that
Trust Mortgage Loan. The Closing Date Deposit for each of the Trust Mortgage
Loans identified in the preceding sentence is $353,112.24, $137,027.97,
$52,120.88, $29,633.24 and $12,060.30, respectively. With respect to
Countrywide, a cash amount to be deposited by such Mortgage Loan Seller
pursuant to the related Mortgage Loan Purchase Agreement in respect of the
Trust Mortgage Loan identified as loan number 29 (Tuscany at McCormick Ranch)
on the Mortgage Loan Schedule, which cash amount represents a portion of the
aggregate amount of interest that would have accrued during the entire month
of June 2005 at the related Mortgage Rate on the Cut-off Date Balance of such
Trust Mortgage Loan, which Closing Date Deposit is in the amount of $8,444.76.

         "Closing Date Deposit Mortgage Loan": Any Trust Mortgage Loan
(excluding the Trust Mortgage Loan identified as loan number 29 (Tuscany at
McCormick Ranch) on the Mortgage Loan Schedule) in respect of which a Closing
Date Deposit is required to be made by the related Mortgage Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement.

         "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


                                     -21-
<PAGE>


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.

         "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.


                                     -22-
<PAGE>


         "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 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


                                     -23-
<PAGE>


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.

         "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: "Midland
Loan Services, Inc., as Master Servicer for Wells Fargo Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of Merrill Lynch
Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1".


         "Collection Period": Individually and collectively, as the context
may require: with respect to any Distribution Date and each Mortgage Loan and
any successor REO Loan, 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


                                     -24-
<PAGE>


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 and the PNC Trust Mortgage Loans and/or 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 Countrywide Trust Mortgage Loans, as applicable.


         "Component": Any of the 66 components of the Class XC Certificates
(the "Class XC Components") and the 60 components of the Class XP Certificates
(the "Class XP Components") listed in the following table. The following table
also sets forth the month and year in which the Class XP Termination Date for
each Class XP Component occurs and the Corresponding Certificates for each
Component.

<TABLE>
<CAPTION>

---------------------- ------------------- ------------------------ ------------------------
                                                                     Class Designation of
      Class XC              Class XP             Class XP                Corresponding
      Component            Component          Termination Date           Certificates
---------------------- ------------------- ------------------------ ------------------------
<S>                    <C>                 <C>                      <C>
XC-A-1-1               N/A                 N/A                      A-1
---------------------- ------------------- ------------------------ ------------------------
XC-A-1-2               XP-A-1-2            December 2005            A-1
---------------------- ------------------- ------------------------ ------------------------
XC-A-1-3               XP-A-1-3            June 2006                A-1
---------------------- ------------------- ------------------------ ------------------------
XC-A-1-4               XP-A-1-4            December 2006            A-1
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-1              N/A                 N/A                      A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-2              XP-A-1A-2           December 2005            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-3              XP-A-1A-3           June 2006                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-4              XP-A-1A-4           December 2006            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-5              XP-A-1A-5           June 2007                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-6              XP-A-1A-6           December 2007            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-7              XP-A-1A-7           June 2008                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-8              XP-A-1A-8           December 2008            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-9              XP-A-1A-9           June 2009                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-10             XP-A-1A-10          December 2009            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-11             XP-A-1A-11          June 2010                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-12             XP-A-1A-12          December 2010            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-13             XP-A-1A-13          June 2011                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-14             XP-A-1A-14          December 2011            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-15             XP-A-1A-15          June 2012                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-16             XP-A-1A-16          December 2012            A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-1A-17             XP-A-1A-17          June 2013                A-1A
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-1               XP-A-2-1            December 2006            A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-2               XP-A-2-2            June 2007                A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-3               XP-A-2-3            December 2007            A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-4               XP-A-2-4            June 2008                A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-5               XP-A-2-5            December 2008            A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-6               XP-A-2-6            June 2009                A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-2-7               XP-A-2-7            December 2009            A-2
---------------------- ------------------- ------------------------ ------------------------
XC-A-3                 XP-A-3              December 2009            A-3
---------------------- ------------------- ------------------------ ------------------------
XC-A-SB-1              XP-A-SB-1           December 2009            A-SB
---------------------- ------------------- ------------------------ ------------------------

</TABLE>

                                     -25-
<PAGE>

<TABLE>
<CAPTION>

---------------------- ------------------- ------------------------ ------------------------
                                                                     Class Designation of
      Class XC              Class XP             Class XP                Corresponding
      Component            Component          Termination Date           Certificates
---------------------- ------------------- ------------------------ ------------------------
<S>                    <C>                 <C>                      <C>
XC-A-SB-2              XP-A-SB-2           June 2010                A-SB
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-1               XP-A-4-1            June 2010                A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-2               XP-A-4-2            December 2010            A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-3               XP-A-4-3            June 2011                A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-4               XP-A-4-4            December 2011            A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-5               XP-A-4-5            June 2012                A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-6               XP-A-4-6            December 2012            A-4
---------------------- ------------------- ------------------------ ------------------------
XC-A-4-7               XP-A-4-7            June 2013                A-4
---------------------- ------------------- ------------------------ ------------------------
XC-AM                  XP-AM               June 2013                AM
---------------------- ------------------- ------------------------ ------------------------
XC-AJ                  XP-AJ               June 2013                AJ
---------------------- ------------------- ------------------------ ------------------------
XC-B                   XP-B                June 2013                B
---------------------- ------------------- ------------------------ ------------------------
XC-C-1                 XP-C-1              June 2012                C
---------------------- ------------------- ------------------------ ------------------------
XC-C-2                 XP-C-2              December 2012            C
---------------------- ------------------- ------------------------ ------------------------
XC-C-3                 XP-C-3              June 2013                C
---------------------- ------------------- ------------------------ ------------------------
XC-D-1                 XP-D-1              December 2010            D
---------------------- ------------------- ------------------------ ------------------------
XC-D-2                 XP-D-2              June 2011                D
---------------------- ------------------- ------------------------ ------------------------
XC-D-3                 XP-D-3              December 2011            D
---------------------- ------------------- ------------------------ ------------------------
XC-D-4                 XP-D-4              June 2012                D
---------------------- ------------------- ------------------------ ------------------------
XC-E-1                 XP-E-1              December 2009            E
---------------------- ------------------- ------------------------ ------------------------
XC-E-2                 XP-E-2              June 2010                E
---------------------- ------------------- ------------------------ ------------------------
XC-E-3                 XP-E-3              December 2010            E
---------------------- ------------------- ------------------------ ------------------------
XC-F-1                 XP-F-1              June 2009                F
---------------------- ------------------- ------------------------ ------------------------
XC-F-2                 XP-F-2              December 2009            F
---------------------- ------------------- ------------------------ ------------------------
XC-G-1                 XP-G-1              June 2008                G
---------------------- ------------------- ------------------------ ------------------------
XC-G-2                 XP-G-2              December 2008            G
---------------------- ------------------- ------------------------ ------------------------
XC-G-3                 XP-G-3              June 2009                G
---------------------- ------------------- ------------------------ ------------------------
XC-H-1                 XP-H-1              December 2007            H
---------------------- ------------------- ------------------------ ------------------------
XC-H-2                 XP-H-2              June 2008                H
---------------------- ------------------- ------------------------ ------------------------
XC-J                   XP-J                December 2007            J
---------------------- ------------------- ------------------------ ------------------------
XC-K-1                 XP-K-1              June 2007                K
---------------------- ------------------- ------------------------ ------------------------
XC-K-2                 XP-K-2              December 2007            K
---------------------- ------------------- ------------------------ ------------------------
XC-L                   XP-L                June 2007                L
---------------------- ------------------- ------------------------ ------------------------
XC-M                   N/A                 N/A                      M
---------------------- ------------------- ------------------------ ------------------------
XC-N                   N/A                 N/A                      N
---------------------- ------------------- ------------------------ ------------------------
XC-P                   N/A                 N/A                      P
---------------------- ------------------- ------------------------ ------------------------
XC-Q                   N/A                 N/A                      Q
---------------------- ------------------- ------------------------ ------------------------

</TABLE>

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


                                     -26-
<PAGE>



         "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 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 corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located at, with respect to certificate
transfer and payment services, Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479-0113, and with respect to other trustee
and securities administration services, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: CMBS Corporate Trust Services - Merrill Lynch
Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1.

         "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 or one of the
Corresponding REMIC I Regular Interests. With respect to any Component, the
Class of Sequential Pay Certificates designated as the "Corresponding
Certificates" for such Component in the definition of "Component".

         "Corresponding Class XP Component": With respect to any Class XC
Component, the Class XP Component (if any) that, with the replacement of "XP-"
with "XC-" at the beginning of its designation, has the same alphanumeric
designation as such Class XC Component.

         "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Sequential Pay
Certificates. With respect to any Component, the REMIC I Regular Interest
that, with the replacement of "L" with "XC" or "XP", as applicable, at the
beginning of its designation, has the same alphabetic or alphanumeric
designation as such 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 June 21, 2005, between the Depositor and
Countrywide and relating to the transfer of the Countrywide Trust Mortgage
Loans to the Depositor.


                                     -27-
<PAGE>


         "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 with a Due Date in June 2005, the
related Due Date of such Mortgage Loan in June 2005; or, with respect to any
Mortgage Loan that was originated in May or June 2005 and has the Due Date of
its first Scheduled Payment in July 2005, June 1, 2005; or, with respect to
any Mortgage Loan that was originated in June 2005 and has the Due Date of its
first Scheduled Payment in August 2005, the date of origination.

         "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 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
Westchester Trust Mortgage Loan, twelve times the amount of the aggregate
Periodic Payment in effect for the Westchester Trust Mortgage Loan and the
Westchester 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 in respect of its Balloon Payment unless
(x) the related Mortgagor makes an Assumed Periodic Payment on each Due Date
(commencing with the Due Date of such Balloon Payment) during the period
contemplated in clause (y), and (y) the Master Servicer receives, within 60
days after the Due Date of such Balloon


                                     -28-
<PAGE>


Payment, written evidence from an institutional lender of such lender's
binding commitment to refinance such Mortgage Loan within 120 days after the
Due Date of such Balloon Payment and either such 120-day period has not
expired or it has not been determined, in accordance with the definition of
"Specially Serviced Mortgage Loan" that the refinancing could not reasonably
be expected to occur, in either case such delinquency to be determined (except
as otherwise provided above) 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.

         "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 other than a
B-Note Non-Trust Loan, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding principal
balance of the Mortgage Loan (or, with respect to a Mortgage Loan that is part
of the Westchester Loan Combination, in an amount less than 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
the Merrill Trust Mortgage Loans (except the Westchester Trust Mortgage Loan)
and the PNC Trust Mortgage Loans, the


                                     -29-
<PAGE>


fourth Business Day prior to the Distribution Date, (ii) with respect to the
Westchester Trust Mortgage Loan, the Westchester Early Remittance Date and
(iii) with respect to the Countrywide Trust Mortgage Loans, subject to the
proviso below, the 8th day of the month in which such Distribution Date occurs
or, if such 8th day is not a Business Day, the next preceding Business Day;
provided, that in the case of the Countrywide Trust Mortgage Loan identified
as loan number 4 (ACP Woodland Park I) on the Mortgage Loan Schedule, if the
8th day of a month is not a Business Day, the Determination Date shall be the
next following Business Day. 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 Merrill Trust
Mortgage Loans and the PNC Trust Mortgage Loans and/or the Determination Dates
(determined in accordance with the preceding sentence) occurring in the same
month as such Distribution Date that are applicable to the Countrywide Trust
Mortgage Loans, as applicable.


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

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

         "Discount Rate": With respect to any prepaid 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), 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


                                     -30-
<PAGE>


(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
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 for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (other than with respect to the Class X Certificates) (to not less
than zero) by the product of (a) any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date, multiplied by (b) a fraction, expressed
as a decimal, the numerator of which is the Accrued Certificate Interest in
respect of such Class of Certificates for such Distribution Date, and the
denominator of which is the aggregate Accrued Certificate Interest in respect
of all the Classes of Sequential Pay Certificates for such Distribution Date;
provided that, if the aggregate Class Principal Balance of the Sequential Pay
Certificates 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 as provided in the definition of "Class Principal
Balance", then the amount of Distributable Certificate Interest with respect
to each Class of Regular Certificates 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 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 "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-MCP1".


                                     -31-
<PAGE>


         "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 July 2005.

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

         "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), "Aa3" by Moody's (if then rated by Moody's) and, if applicable,
at least "AA-" by Fitch (if then rated by Fitch) (or, with respect to any such
Rating Agency, such lower rating as will not result in an Adverse Rating Event
or a Westchester 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, "P-1" by
Moody's (if then rated by Moody's) and, if applicable, at least "F-1" by Fitch
(if then rated by Fitch) (or, with respect to any such Rating Agency, such
lower rating as will not result in an Adverse Rating Event or a Westchester
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 PNC so long as PNC (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, (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 and (3) if applicable, has a
long term unsecured debt rating of at least "A" and a short term rating of at
least "F-1" from Fitch, (iii) 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. ss. 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 (iv) any other account the use of which would not, in and
of itself, cause an Adverse Rating Event or a Westchester Related MBS Adverse
Rating Event, as confirmed in writing by each Rating Agency. For purposes of
the foregoing, the ratings from Fitch shall only be applicable with respect to
an account that relates solely to the Westchester Loan Combination at any time
one or more classes of any Westchester Pari Passu Non-Trust Loan Related MBS
is rated by Fitch.


         "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


                                     -32-
<PAGE>


Specially Serviced Mortgage Loan as to which the related Mortgaged Property is
not multifamily property.

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

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

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

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

         "Excess Servicing Strip": With respect to each Mortgage Loan and 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,
and (ii) with respect to any Mortgage Loan or REO Loan that is not primary
serviced by Midland, the primary servicing fee rate, if any, for such Mortgage
Loan or REO 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).

         "Excluded Class": Any Class of Sequential Pay Certificates other than
the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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) or (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


                                     -33-
<PAGE>


purchased by the Plurality Subordinate Certificateholder or the Special
Servicer or any assignee of the foregoing pursuant to Section 3.18, by the
related B-Noteholder (in the case of an A-Note Trust Mortgage Loan) or by the
Westchester Pari Passu Noteholder or a Westchester Subordinate Noteholder (in
the case of the Westchester Trust Mortgage Loan) pursuant to the related Loan
Combination Intercreditor Agreement or by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder pursuant to Section
9.01) that there has been a recovery of all 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 (without regard to any Westchester Control Retention
Collateral).


         "Fiscal Agent": A Person who is at any time appointed by the Trustee
pursuant to Section 8.18 to act as fiscal agent.

         "Fiscal Agent Agreement": As defined in Section 8.18.


         "Fitch": Fitch, Inc. or its successor in interest. If neither Fitch
nor any successor remains in existence, "Fitch" shall be deemed to refer to
such other nationally recognized statistical rating agency or other comparable
Person that replaces it in such capacity under a Westchester Pari Passu
Non-Trust Loan Securitization Agreement, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.


         "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(f) in trust for the Certificateholders,
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1, Gain-on-Sale Reserve
Account".


                                     -34-
<PAGE>


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

         "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 of 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 of 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.

         "Hilton Garden Inn - Boca Raton A-Note Trust Mortgage Loan": The
A-Note Trust Mortgage Loan identified as loan number 48 on the Mortgage Loan
Schedule and as being secured by the Hilton Garden Inn - Boca Raton.

         "Hilton Garden Inn - Boca Raton B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Hilton Garden Inn - Boca Raton A-Note Trust
Mortgage Loan.

         "Hilton Garden Inn - Fairfax A-Note Trust Mortgage Loan": The A-Note
Trust Mortgage Loan identified as loan number 23 on the Mortgage Loan Schedule
and as being secured by the Hilton Garden Inn - Fairfax.


                                     -35-
<PAGE>


         "Hilton Garden Inn - Fairfax B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Hilton Garden Inn - Fairfax A-Note Trust
Mortgage Loan.

         "Hilton Garden Inn - Miramar A-Note Trust Mortgage Loan": The A-Note
Trust Mortgage Loan identified as loan number 51 on the Mortgage Loan Schedule
and as being secured by the Hilton Garden Inn - Miramar.

         "Hilton Garden Inn - Miramar B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Hilton Garden Inn - Miramar A-Note Trust
Mortgage Loan.

         "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, any 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, any 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, any 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, any
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, any 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, any Fiscal Agent or the Trust
Fund, delivered to the Trustee (and, if a Loan Combination is involved, to the
related Non-Trust Noteholder), provided that (i) such REMIC does not receive
or derive any income from such Person and (ii) the


                                     -36-
<PAGE>


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, any
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 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, the
calendar month immediately preceding the calendar month in which such
Distribution Date occurs.

         "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 "Wells Fargo Bank, N.A., as Trustee, on behalf of and in trust for
the registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1".

         "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 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.


                                     -37-
<PAGE>


         "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.ctslink.com/cmbs" 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.

         "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.

         "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, 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 pursuant
to Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan or the
Westchester 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
Westchester Pari Passu Noteholder or a Westchester Subordinate Noteholder (in
the case of the Westchester 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


                                     -38-
<PAGE>


made with 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
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, 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 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 Westchester Trust Mortgage Loan by
the Westchester Pari Passu Noteholder or a Westchester 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; (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; or (x) except
for purposes of Section 3.11, any Westchester Control Retention Collateral
transferred to the related Loan Combination Custodial Account, subject to and
in accordance with the terms of Section 6.12(f), to cover losses and expenses
with respect to the Westchester Loan Combination.

         "Loan Combination": Any A/B Loan Combination or the Westchester 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:
"Midland Loan Services, Inc., as Master Servicer for Wells Fargo Bank, N.A.,
as Trustee, on behalf of and in trust for the registered holders of Merrill
Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1, and [name of the related Non-Trust Noteholder(s)], as their
interests may appear". Any such account shall be an Eligible Account.


                                     -39-
<PAGE>


         "Loan Combination Intercreditor Agreement": With respect to each Loan
Combination, each intercreditor agreement (including the Westchester
Intercreditor Agreement) in effect 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 "Midland Loan Services, Inc., as Special Servicer for Wells Fargo
Bank, N.A., as Trustee in trust for registered holders of Merrill Lynch
Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1, 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, 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 Trust
Mortgage Loan or (ii) in the case of the Westchester Trust Mortgage


                                     -40-
<PAGE>


Loan, the then aggregate current principal amount of the Westchester Trust
Mortgage Loan and the Westchester 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": Midland Loan Services, Inc., its successor in
interest, or any successor master servicer appointed as herein provided.

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

         "Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan, the per annum rate equal to the sum of the rates set forth under the
columns "Master Servicing Fee Rate" and "Primary Servicing Fee 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 June 21, 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.

         "Midland": Midland Loan Services, Inc. or its successor in interest.

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

         "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 each 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):


                                     -41-
<PAGE>



     (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 Wells Fargo Bank, N.A., as
trustee for the registered holders of Merrill Lynch Mortgage Trust 2005-MCP1,
Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, 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 the Trust Mortgage Loan otherwise included
in the Mortgage File, in favor of Wells Fargo Bank, N.A., as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 (or, in the case of a
Loan Combination, in favor of Wells Fargo Bank, N.A., as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1, 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 Wells Fargo Bank, N.A., as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 (or, in the case of a
Loan Combination, in favor of Wells Fargo Bank, N.A., as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1, 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;

     (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


                                     -42-
<PAGE>


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 Wells Fargo Bank, N.A., as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1, as assignee (or, in the
case of a Loan Combination, in favor of Wells Fargo Bank, N.A., as trustee for
the registered holders of Merrill Lynch Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1, 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.


                                     -43-
<PAGE>


         "Mortgage Loan Purchase Agreement": Any of the Countrywide Mortgage
Loan Purchase Agreement, the Merrill Mortgage Loan Purchase Agreement and the
PNC 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 Exhibit B 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;


                                     -44-
<PAGE>


         (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 or PNC.

         "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 successor 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


                                     -45-
<PAGE>


Account, any Loan Combination Custodial Account, the Additional Interest
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, 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 Interest Accrual Period
                          for such Distribution Date, 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) 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


                                     -46-
<PAGE>


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 any
Fiscal Agent, as the case may be, that, as determined by the Master Servicer,
the Special Servicer, the Trustee or any Fiscal Agent, as applicable, in
accordance with the Servicing Standard 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 any 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
any Fiscal Agent is a Nonrecoverable P&I Advance and shall deliver notice of
such determination to the Master Servicer, the Trustee and any 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 Trust 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
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


                                     -47-
<PAGE>


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 any Fiscal Agent's determination as to the recoverability of any P&I
Advance shall be conclusive and binding on the Certificateholders. The Trustee
and any Fiscal Agent shall be entitled to conclusively rely on any
recoverability determination made by the Master Servicer and the Master
Servicer, the Trustee and any 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 any Fiscal Agent, as the case may be, that, as determined by the
Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as
applicable, in accordance with the Servicing Standard (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 any 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 any Fiscal Agent is a Nonrecoverable Servicing Advance and
shall deliver notice of such determination to the Master Servicer, the Trustee
and any 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 any Fiscal Agent's determination as to the recoverability of any
Servicing Advance shall be conclusive and binding on the Certificateholders.
The Trustee and any Fiscal Agent shall be entitled to conclusively rely on any
recoverability determination made by the Master Servicer and the Master
Servicer, the Trustee and any 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.


                                     -48-
<PAGE>


         "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, 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, any Westchester
Subordinate Non-Trust Loan or the Westchester Pari Passu Non-Trust Loan, as
the case may be.


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

         "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
either of Grantor Trust Z or Grantor Trust E 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
Regular Certificates (other than the Class X Certificates), the initial Class
Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.

         "Original Class XC Notional Amount": $1,737,992,951.

         "Original Class XP Notional Amount": $1,694,554,000.

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

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

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

         "Pass-Through Rate": With respect to:

         (i)      the Class A-1 Certificates for any Distribution Date,
                  4.2180% per annum;

         (ii)     the Class A-2 Certificates for any Distribution Date,
                  4.5560% per annum;


                                     -49-
<PAGE>


         (iii)    the Class A-3 Certificates for any Distribution Date,
                  4.6740% per annum;

         (iv)     the Class A-SB Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.6740% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (v)      the Class A-4 Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.7470% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (vi)     the Class A-1A Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.7350% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (vii)    the Class AM Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.8050% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (viii)   the Class AJ Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.8450% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (ix)     the Class B Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.9340% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (x)      the Class C Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.9530% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xi)     the Class D Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.0230% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xii)    the Class E Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.1310% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xiii)   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 minus 0.013%

         (xiv)    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;

         (xv)     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;


                                     -50-
<PAGE>


         (xvi)    the Class J Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xvii)   the Class K Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xviii)  the Class L Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xix)    the Class M Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xx)     the Class N Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xxi)    the Class P Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xxii)   the Class Q Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 4.5490% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

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

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

         "P&I Advance": As to any Trust Mortgage Loan or Trust REO Loan, any
advance made by the Master Servicer, the Trustee or any 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


                                     -51-
<PAGE>


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, 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).

         "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


                                     -52-
<PAGE>


     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 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 Westchester Pari Passu Non-Trust Loan and
one or more classes of any Westchester Pari Passu Non-Trust Loan Related MBS
are rated by Fitch, then for purposes of clauses (i) through (vi) above, the
phrase "each of S&P and Moody's" shall be deemed to mean "each of S&P, Moody's
and Fitch", the phrase "an Adverse Rating Event" shall be deemed to mean "an
Adverse Rating Event or a Westchester Related MBS Adverse Rating Event", and
Fitch shall be a "Rating Agency" for purposes of this definition of "Permitted
Investments".


         "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.


                                     -53-
<PAGE>


         "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 (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.


         "PNC": PNC Bank, National Association, a national banking
association, or its successor in interest.

         "PNC Capital Markets": PNC Capital Markets, Inc., a Pennsylvania
corporation, or its successor in interest.

         "PNC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of June 21, 2005, between the Depositor and PNC
and relating to the transfer of the PNC Trust Mortgage Loans to the Depositor.

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

         "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 "Midland
Loan Services, Inc., as Special Servicer, for Wells Fargo Bank, N.A., as
Trustee in trust for the registered holders of Merrill Lynch Mortgage Trust
2005-MCP1, Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1".

         "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


                                     -54-
<PAGE>


Collection Period, the amount of interest (net of related Master Servicing
Fees 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.

         "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


                                     -55-
<PAGE>


     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 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 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


                                     -56-
<PAGE>


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%.

         "Prium Office Portfolio II A-Note Trust Mortgage Loan": The A-Note
Trust Mortgage Loan identified as loan number 8 on the Mortgage Loan Schedule
and as being secured by the Prium Office Portfolio.

         "Prium Office Portfolio II B-Note Non-Trust Loan": The B-Note
Non-Trust Loan that relates to the Prium Office Portfolio II A-Note Trust
Mortgage Loan.

         "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 June 10, 2005, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

         "Prospectus Supplement": The final prospectus supplement dated June
21, 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).


                                     -57-
<PAGE>



         "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, "A3" by Moody's and, if applicable, "A" by Fitch (if rated by Fitch)
(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, "A3" by
Moody's and, if applicable, "A" by Fitch (if rated by Fitch) (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 Westchester Related MBS Adverse Rating Event.
For purposes of the foregoing, the ratings from Fitch shall only be applicable
if the Westchester Loan Combination is involved and one or more classes of any
Westchester Pari Passu Non-Trust Loan Related MBS are rated by Fitch.


         "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 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


                                     -58-
<PAGE>


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 June 2043.


         "Rating Agency": Each of S&P and Moody's; provided that, if one of
more classes of any Westchester Pari Passu Non-Trust Loan Related MBS are
rated by Fitch or Dominion Bond Rating Service, Inc., then for purposes of the
term "Westchester Related MBS Adverse Rating Event" as used in this Agreement
or as otherwise specified in this Agreement, Fitch and Dominion Bond Rating
Service, Inc. shall each be a Rating Agency.

         "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


                                     -59-
<PAGE>


any successor REO Loan as to which a Final Recovery Determination has been
made as to the related REO Property, an amount (not less than zero) equal to
(a) the unpaid principal balance of such Mortgage Loan or REO Loan, as the
case may be, as of the commencement of the Collection Period in which the
Final Recovery Determination was made, plus (b) without taking into account
the amount described in subclause (1)(d) of this definition, all accrued but
unpaid interest on such Mortgage Loan or such REO Loan, as the case may be, at
the related Mortgage Rate to but not including the Due Date in the Collection
Period in which the Final Recovery Determination was made (exclusive of any
portion thereof that constitutes Penalty Interest, 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 Trust Mortgage Loan or
Trust 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 of the related Non-Trust Loan(s); (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-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class AM, Class AJ, Class B, Class C, Class D or
Class XP Certificate.

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


                                     -60-
<PAGE>


         "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 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 (inclusive of the Closing Date Deposit but
exclusive of the Excess Servicing 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(h), and shall be further
permanently reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(b). The REMIC I Principal Balance
of a REMIC I Regular Interest shall be increased, pursuant to the third
paragraph of Section 4.04(a), in connection with increases in the 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


                                     -61-
<PAGE>


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-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class AM, Class AJ, Class B, Class C, Class D,
Class XP, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P, Class Q, Class XC 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,
one of the 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 REO Property that relates to a Loan Combination,
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 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 any 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 any 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


                                     -62-
<PAGE>


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 a Mortgage Loan that is part of a
Loan Combination and the related Non-Trust Loan(s) become REO Loans, 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 any
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 any 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
any 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).

         "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. ss. 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


                                     -63-
<PAGE>


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) delinquent in respect of any Balloon Payment unless (x)
the related Mortgagor makes an Assumed Periodic Payment on each Due Date
(commencing with the Due Date of such Balloon Payment) during the period
contemplated in clause (y), and (y) the Master Servicer receives, within 60
days after the Due Date of such Balloon Payment, written evidence from an
institutional lender of such lender's binding commitment to refinance such
Trust Mortgage Loan within 120 days after the Due Date of such Balloon Payment
and either such 120-day period has not expired or it has not been determined,
in accordance with the definition of "Specially Serviced Mortgage Loan" that
the refinancing could not reasonably be expected to occur; provided, however,
that a Required Appraisal Mortgage Loan will cease to be a Required Appraisal
Mortgage Loan:


                  (a)    with respect to the circumstances described in clauses
         (i) and (iii) above, when the related Mortgagor has made three
         consecutive full and timely Periodic Payments under the terms of such
         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, the Westchester 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 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).


                                     -64-
<PAGE>


         "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 Securitization Trust Services Group of the
Corporate Trust Department 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) any Fiscal Agent or 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.

         "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest. If neither such
Rating Agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee, the Master Servicer and the Special Servicer,
and specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

         "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 that is, in
accordance with the related loan documents and/or the related Loan Combination
Intercreditor


                                     -65-
<PAGE>


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-2, Class A-3, Class
A-SB, Class A-4, Class A-1A, Class XC or Class XP Certificate.

         "Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, 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 any 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 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.


                                     -66-
<PAGE>


         "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 of the related B-Note Non-Trust Loan or the related
Westchester Subordinate Non-Trust Loan(s), as the case may be), 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 Trust
Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of the Master
Servicer or any Affiliate of the Master Servicer to cure a breach of a
representation and warranty with respect to a Trust 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.



                                     -67-
<PAGE>


         "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 evidencing a $1,000
denomination.

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

         "Special Servicer": Midland Loan Services, 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;

         (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;


                                     -68-
<PAGE>


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, beyond
                  the day such Balloon Payment was due or (if longer) beyond
                  the applicable grace period for a Balloon Payment unless (x)
                  the related Mortgagor (A) makes in respect of each Due Date
                  (commencing with the Due Date of such Balloon Payment)
                  during the period contemplated in (B) below, without
                  omission, Assumed Periodic Payments and (B) delivers a
                  refinancing commitment within 60 days after such Mortgage
                  Loan's maturity date, then for such period (not to exceed
                  120 days) beyond such Mortgage Loan's maturity date ending
                  on the earlier of the date on which the related Mortgagor
                  fails to make an Assumed Periodic Payment or the date on
                  which it is determined that the refinancing could not
                  reasonably be expected to occur; or

         (b)    the Master Servicer, or the Special Servicer (with the consent
     of the Controlling Class Representative), 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 the Special Servicer (with the consent
     of the Controlling Class Representative), 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


                                     -69-
<PAGE>


     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

         (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, in the case of the Westchester Loan Combination, if a
Westchester Subordinate Noteholder prevents the occurrence of a Servicing
Transfer Event with respect to the Westchester Trust Mortgage Loan through the
exercise of cure rights as set forth in the Westchester Intercreditor
Agreement, then the existence of such Servicing Transfer Event with respect to
one or more of the Westchester Subordinate Non-Trust Loans shall not, in and
of itself, result in the existence


                                     -70-
<PAGE>


of a Servicing Transfer Event with respect to the Westchester Trust Mortgage
Loan or cause the servicing of the Westchester 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).


         "State and Local Taxes": Taxes imposed by the states of New York,
Maryland and Kansas 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


                                     -71-
<PAGE>


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 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 Westchester
Subordinate 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 Westchester Early Remittance
Date 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 Westchester
Subordinate 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, 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



                                     -72-
<PAGE>


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.

         "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 Z and Grantor Trust E
due to its classification as a grantor trust under the Grantor Trust
Provisions, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with
the Internal Revenue Service under any applicable provisions of federal tax
law or any other governmental taxing authority under applicable State and
Local Tax laws.

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

         "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, and (iii) the Grantor Trust E
Assets.


                                     -73-
<PAGE>


         "Trust Mortgage Loan": Each of the mortgage loans, including any
A-Note Trust Mortgage Loan and the Westchester 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": Wells Fargo Bank, N.A., 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 (excluding, in the case of the
initial Distribution Date, any Closing Date Deposit Mortgage Loan), an amount
equal to one month's interest for the most recently ended calendar 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": 0.0013% 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, PNC Capital
Markets and Wachovia Capital Markets, LLC or in each case, its respective
successor in interest.

         "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.


                                     -74-
<PAGE>



         "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.

         "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. Ninety-eight percent (98%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-4, 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 (allocated,
pro rata, between the Class XC and Class XP Certificates based upon their
respective Notional Amounts). 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).

         "Westchester Controlling Party": The "Controlling Holder" within the
meaning of the Westchester Intercreditor Agreement, which prior to the
occurrence of a Westchester Control Appraisal Event (that is not the subject
of a successful application of Westchester Control Retention Collateral) with
respect to each Westchester Subordinate Non-Trust Loan, shall be the
Westchester Controlling Subordinate Noteholder, and, following the occurrence
of a Westchester Control Appraisal Event (that is not the subject of a
successful application of Westchester Retention Collateral) with respect to
each Westchester Subordinate Non-Trust Loan, shall be the Controlling Class
Representative as the designee of the Trustee.


                                     -75-
<PAGE>


         "Westchester Controlling Subordinate Noteholder": As of any date of
determination, the holder of the most junior Westchester Subordinate Non-Trust
Loan, if any, as to which a Westchester Control Appraisal Event has not
occurred and is continuing.

         "Westchester Control Appraisal Event": A "Control Appraisal Event"
within the meaning of the Westchester Intercreditor Agreement.



         "Westchester Control Retention Collateral": Any "Control Retention
Collateral" within the meaning of the Westchester Intercreditor Agreement.

         "Westchester Early Remittance Date": The seventh day of each calendar
month, or if the seventh day is not a Business Day, the next succeeding
Business Day, commencing in July 2005.

         "Westchester Intercreditor Agreement": The Agreement Among
Noteholders, dated June 29, 2005, between the Trust Fund as holder of the
Westchester Trust Mortgage Loan and the related Non-Trust Noteholders.

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

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

         "Westchester Pari Passu Non-Trust Loan": The Mortgage Loan in the
original principal amount of $100,000,000, that is secured by the same
Mortgage encumbering the Westchester Mortgaged Property as the Westchester
Trust Mortgage Loan and pari passu in right of payment and other respects to
the Westchester Trust Mortgage Loan.

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

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

         "Westchester Related MBS Adverse Rating Event" With respect to each
Rating Agency that assigned a rating to any class of Westchester 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).

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


                                     -76-
<PAGE>



         "Westchester Specially Designated Servicing Actions": The matters in
respect of which the Westchester Controlling Party is entitled to advise the
Special Servicer, as set forth in Sections 20(b), (c), (d), (e) and (f) of the
Westchester Intercreditor Agreement.


         "Westchester Special Servicer": As defined in Sections 6.09 and
7.01(c).

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

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

         "Westchester Triggering Event": A "Purchase Trigger" within the
meaning of the Westchester Intercreditor Agreement.

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

         "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 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


                                     -77-
<PAGE>


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 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


                                     -78-
<PAGE>


     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 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


                                     -79-
<PAGE>


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 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 and the
Loan Group 2 Principal Distribution Amount, respectively, for each
Distribution Date contemplated by this Section 1.02, each of those amounts
shall be calculated in accordance with the respective definitions 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 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.


                                     -80-
<PAGE>


                                  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-MCP1" 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 (i)
the "A Note Holder" under each Loan Combination Intercreditor Agreement that
relates to an A/B Loan Combination and (ii) the "Note A-1 Holder" under the
Westchester Intercreditor Agreement; provided that the Master Servicer shall,
as further set forth in Article III, perform the servicing obligations of the
"A Note Holder" under each Loan Combination Intercreditor Agreement that
relates to an A/B Loan Combination and the servicing obligations of the "Note
A-1 Holder" under the Westchester 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, any 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 Purchase Agreement and
Section 2.01(b) shall be deemed to have been satisfied as to such
non-delivered


                                     -81-
<PAGE>


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 Depositor hereby represents and warrants that with respect
to each of the Trust Mortgage Loans, the related Mortgage Loan Seller has each
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 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


                                     -82-
<PAGE>


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.

         The Master Servicer hereby acknowledges the receipt by it of the
Closing Date Deposits. The Master Servicer shall hold the Closing Date
Deposits in the Collection Account and shall include the Closing Date Deposits
in the amounts it is required to remit to the Trustee on the initial P&I
Advance Date. The Closing Date Deposits shall remain uninvested.

         (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 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


                                     -83-
<PAGE>


Non-Trust Loan(s), 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), (ix),
(x), (xi) and (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 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, any 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.


                                     -84-
<PAGE>


          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 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


                                     -85-
<PAGE>


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 weighted average Debt Service
Coverage Ratio for all such related Crossed Loans including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, 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 be greater than the
weighted average Loan-to-Value Ratio for all such related 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; 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; and provided, further, that
the Controlling Class Representative shall have consented to the repurchase or
replacement of the affected Crossed Loan, which consent shall not be
unreasonably withheld or delayed. 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 a written report


                                     -86-
<PAGE>


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 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, any 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


                                     -87-
<PAGE>


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.

         (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, any
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, any
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


                                     -88-
<PAGE>


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, any 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 any Fiscal Agent, as of the Closing Date,
that:

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

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

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

                (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.


                                     -89-
<PAGE>


                (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.

          SECTION 2.05. Acceptance of REMIC I 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 and the Excess Servicing Strip
and the other property comprising Grantor Trust E, 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;
and in the case of Grantor Trust E, all present and future holders of the
Excess Servicing Strip.

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

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

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

         The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I
Regular Interests to the Trustee for the benefit of the respective Holders of
the


                                     -90-
<PAGE>


REMIC II Certificates. The Trustee acknowledges the assignment to it of the
REMIC I Regular Interests and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future Holders of
the REMIC II Certificates.

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

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

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

         Concurrently with the assignment to it of the Additional Interest and
the other assets of Grantor Trust Z, and in exchange therefor, the Trustee,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, has executed, as Certificate Registrar, authenticated, as
Authenticating Agent, and delivered to or upon the order of the Depositor, the
Class Z Certificates.


                                     -91-
<PAGE>


                                 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


                                     -92-
<PAGE>


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 any 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 Westchester Pari
Passu Non-Trust Noteholder or a Westchester Subordinate Noteholder (in the
case of the Westchester 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, in the event that neither
the related Trust Mortgage Loan nor the related Loan Combination REO Property
(or any interest therein) is 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 Combination REO
Property are to be


                                     -93-
<PAGE>


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 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, 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
that the Master Servicer or Special Servicer, as the case may be, may take
action to enforce the Trust Fund's right to apply excess cash flow to
principal in accordance with the terms of the Mortgage Loan documents. The
Master Servicer may, in its discretion, with respect to Mortgage Loans that
have Anticipated Repayment Dates, waive any or all of the Additional Interest
accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay
all other amounts due under such Mortgage Loan in full, including the Stated
Principal Balance, provided that it acts in accordance with the Servicing
Standard and it has received the consent of the Special


                                     -94-
<PAGE>


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.

         (b)    All amounts collected in respect of any Trust 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 any 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 that were
paid from principal collections on such Trust Mortgage Loan (including
Unliquidated Advances) and resulted in principal distributed to the
Certificateholders being reduced; second, as a recovery of any related and
unreimbursed Advances plus unreimbursed 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 Trust 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 Trust Mortgage Loan then due and owing, to the extent such
amounts have not been previously advanced, including, without limitation, by
reason of acceleration of such Trust Mortgage Loan following a default
thereunder; fifth, as a recovery of Default Charges; 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 Trust 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 Trust 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 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 any 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,


                                     -95-
<PAGE>


Principal Recovery Fee, liquidation expenses and related Additional Trust Fund
Expenses): first, as a recovery of any related and unreimbursed Advances plus
interest accrued thereon; second, as a recovery of accrued and unpaid interest
at the related Mortgage Rate (net of the Master Servicing Fee Rate) on such
Trust Mortgage Loan to but not including the Due Date in the Collection Period
of receipt, to the extent such amounts have not been previously advanced, and
exclusive of any portion thereof that constitutes Additional Interest; third,
as a recovery of principal, to the extent such amounts have not been
previously advanced, of such Trust Mortgage Loan to the extent of its entire
unpaid principal balance; and fourth, with respect to any ARD Loan after its
Anticipated Repayment Date, as a recovery of any unpaid Additional Interest.
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.

         Notwithstanding the foregoing paragraph, all amounts received with
respect to any Loan Combination shall be applied to amounts due and owing
under the related Trust Mortgage Loan and the related Non-Trust Loan(s)
(including for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Notes, the related Mortgage,
the related loan agreement, if any, and the related Loan Combination
Intercreditor Agreement.

         (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, any 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.


         (f)    With respect to the Westchester Trust Mortgage Loan, in the
event (i) the related Mortgagor transfers unimproved, non-income generating
portions of the related Mortgaged Property to a third party purchaser, (ii)
the related Mortgagor receives sale proceeds in excess of $800,000 (which sale


                                     -96-
<PAGE>


proceeds, to the extent equal to or less than $800,000 are to be retained by
the related Mortgagor), and (iii) pursuant to the related Mortgage Loan
documents, the portion of those sale proceeds in excess of $800,000 is
collected by the Master Servicer or the Special Servicer, as the case may be,
such party shall, to the extent consistent with the Servicing Standard, hold
such excess amount as additional collateral and not apply such items to reduce
the principal balance of such Mortgage Loan unless otherwise required to do so
(i.e. having no discretion to take alternative action) pursuant to the
applicable Mortgage Loan documents, applicable law or the Servicing Standard.


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

         (a)    The Master Servicer shall, as to all Mortgage Loans establish
and maintain one or more accounts (the "Servicing Accounts"), into which all
Escrow Payments shall be deposited and retained, and shall administer such
accounts in accordance with the terms of the Mortgage Loan documents; 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 any 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


                                     -97-
<PAGE>


notwithstanding. The Servicing Accounts shall not be considered part of the
segregated pool of assets constituting, REMIC I, REMIC II, Grantor Trust Z or
Grantor Trust E.

         (b)    The Master Servicer (or the Special Servicer for Specially
Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records
with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof and (ii) use reasonable efforts to obtain, from time to
time, all bills for (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
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
any 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


                                     -98-
<PAGE>


any Fiscal Agent with such information in its possession as the Master
Servicer, the Trustee or any Fiscal Agent, as applicable, may reasonably
request to enable the Master Servicer, the Trustee or any 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 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 as to whether 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 be entitled
to conclusively rely on such a 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


                                     -99-
<PAGE>


Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable judgment 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 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, any 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 any 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 Mortgage Pool
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 Westchester Subordinate Noteholders (in the case of the Westchester
Loan Combination) and/or payments received from the related B-Noteholder (in
the case of an A/B Loan Combination) or the Westchester Subordinate
Noteholders (in the case of the Westchester 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 any 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.


                                    -100-
<PAGE>


         (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, any
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 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 any Fiscal Agent shall be entitled to
rely, conclusively, on any determination by the Master Servicer or the Special
Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance;
provided, however, that if the Master Servicer has failed to make a Servicing
Advance for reasons other than a determination by the Master Servicer that
such Servicing Advance would be a Nonrecoverable Advance, the Trustee or any
Fiscal Agent shall make such Servicing Advance within the time periods
required by Section 3.03(c) unless the Trustee or any 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 Z or
Grantor Trust E. Consistent with the Servicing Standard, the Master


                                    -101-
<PAGE>


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, 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 Exhibit T 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 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


                                    -102-
<PAGE>


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;

                (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)    [RESERVED];

                (xi)   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;


                                    -103-
<PAGE>



                (xii)  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


                (xiii) 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).

         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), (xi) and (xii) (in the case of any cure payment delivered by a Non-Trust
Noteholder, if such cure payment is to be applied by the Master Servicer) 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.


                                    -104-
<PAGE>


         (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.

         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.

         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 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


                                    -105-
<PAGE>


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.

         (e)    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.

         (f)    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.

         (g)    Notwithstanding that any of the Interest Reserve Account, the
Additional Interest Account or the Gain-on-Sale Reserve 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 and the Gain-on-Sale Reserve 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 Pair, 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;


                                    -106-
<PAGE>


                (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;


                (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


                                    -107-
<PAGE>


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 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 an REO Property that
relates to a Loan Combination 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).

         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.

         (i)    Funds in the Collection Account, the Distribution Account, any
Loan Combination Custodial Account, the Gain-on-Sale Reserve Account, the
Interest Reserve 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.


                                    -108-
<PAGE>


          SECTION 3.05. Permitted Withdrawals From the Collection Account, the
                        Interest Reserve Account, the Additional Interest
                        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 any 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), any Fiscal Agent's, the Trustee's, the Master
     Servicer's and the Special 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) 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


                                    -109-
<PAGE>


     Trust REO Loan with respect thereto), in the amounts and from the sources
     contemplated by Section 3.11(c);

                (vi)    to reimburse any 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), any 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 and cure payments 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);

                (vii)   (A) to reimburse any 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 a 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 any 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
     any Fiscal Agent, the Trustee, the


                                    -110-
<PAGE>


     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 any 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 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 any other
     Person, as the case may be, with respect to


                                    -111-
<PAGE>


     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
     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 any 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 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;

                (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.


                                    -112-
<PAGE>


         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
any Fiscal Agent, on each P&I Advance Date from the Collection Account amounts
permitted to be paid to the Special Servicer, the Trustee or any Fiscal Agent
therefrom based on a certificate of a Servicing Officer of the Special
Servicer or of a Responsible Officer of the Trustee or any 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 any 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 any 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 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, 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


                                    -113-
<PAGE>


     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);

                (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 Westchester Early Remittance
     Date (solely in the case of the Westchester Loan Combination) and on each
     P&I Advance Date (or, with respect to a Non-Trust Noteholder, on such
     earlier 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 any 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, any Fiscal Agent's, the


                                    -114-
<PAGE>


     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 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 any 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, any 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 any 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


                                    -115-
<PAGE>


     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 any 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
     any 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 any 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 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


                                    -116-
<PAGE>


     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
     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 Westchester Pari Passu Non-Trust Loan Securitization Agreement with
respect to the Westchester Pari Passu Non-Trust Loan shall be entitled to
reimbursed for such advance, together with interest accrued thereon, out of
collections in respect of the Westchester 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 Westchester Trust Mortgage Loan pursuant to this Section 3.05(e) out of
collections in respect of the Westchester Loan Combination.


         If the Master Servicer fails to make a remittance to a Westchester
Subordinate Noteholder on any Westchester Early Remittance Date by the time
specified in the Westchester Intercreditor Agreement and the Master Servicer
has received collections in respect of the Westchester Loan Combination that
would enable the Master Servicer to make such remittance by such specified
time, the Master Servicer shall pay the affected Westchester Subordinate
Noteholder interest in accordance with the Westchester Intercreditor
Agreement.


                                    -117-
<PAGE>


         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, (a) on or before 12:00 PM (New York City
time) on each P&I Advance Date, remit to the Trust and the related Non-Trust
Noteholder(s) (excluding any Non-Trust Noteholder with respect to the
Westchester Loan Combination) and (b) on or before 12:00 PM (New York City
time) on each Westchester Early Remittance Date, remit to each Non-Trust
Noteholder with respect to the Westchester Loan Combination, in each case
(clause (a) or (b) above) 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
any 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
any Fiscal Agent therefrom based on a certificate of a Servicing Officer of
the Special Servicer or of a Responsible Officer of the Trustee or any 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 any 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 a Loan Combination Custodial Account. With respect to each
Mortgage Loan for which it makes an Advance, each of the Trustee and any
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 Westchester Pari
Passu Noteholder and the Westchester Subordinate Noteholders (in the case of
the Westchester 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 Westchester Pari
Passu Noteholder and/or the Westchester Subordinate Noteholders (in the case
of the Westchester 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


                                    -118-
<PAGE>


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.

          SECTION 3.06. Investment of Funds in the Servicing Accounts, the
                        Reserve Accounts, the Collection Account, the
                        Distribution 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 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 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 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
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


                                    -119-
<PAGE>


                (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 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 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.

         (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.


                                    -120-
<PAGE>


          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 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 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 Special
Servicer 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


                                    -121-
<PAGE>


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 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


                                    -122-
<PAGE>


losses on all of the Mortgage Loans and/or REO Properties that it is required
to service and administer, then, to the extent such policy (i) is obtained
from a Qualified Insurer and (ii) provides protection equivalent to the
individual policies otherwise required, the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied
its obligation to cause hazard insurance to be maintained on the related
Mortgaged Properties and/or REO Properties. In the event that the Special
Servicer causes any REO Property to be covered by such blanket policy, the
incremental cost of such insurance applicable to such REO Property (other than
any minimum or standby premium payable for such policy whether or not any REO
Property is covered thereby) shall be paid by the Master Servicer as a
Servicing Advance 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
Westchester 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 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
Westchester 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,


                                    -123-
<PAGE>


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 Westchester 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 Exhibit J 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 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


                                    -124-
<PAGE>


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
Specially Serviced 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 and which, for the avoidance of doubt, would include a
determination that any required conditions to a transfer have been met), 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 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 Westchester Loan Combination is involved) a
    Westchester Related MBS Adverse Rating Event;

                (ii) if the affected 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
     entitled to withhold, in accordance with any related "due-on-sale"
     clause under any 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 Westchester Loan Combination is
     involved) a Westchester 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 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) 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 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




                                     -125-
<PAGE>


     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 Westchester Loan Combination, the
     Westchester 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) 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 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 Westchester Loan Combination, the Westchester 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 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 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 Westchester Loan Combination, the Westchester 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).



                                     -126-
<PAGE>


         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 Specially
Serviced 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 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 Specially Serviced
Mortgage Loans, as applicable, may grant, without any Rating Agency
confirmation as provided in paragraph (a) above, a Mortgagor's request for
consent to subject the related Mortgaged Property to an easement, 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 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



                                     -127-
<PAGE>





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 use commercially reasonable efforts 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 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).




                                     -128-
<PAGE>



         (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 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



                                     -129-
<PAGE>


     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
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


                                     -130-
<PAGE>



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

         (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative, 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 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.


                                     -131-
<PAGE>


         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 (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.


                                     -132-
<PAGE>



         (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, 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
foregoing sentence notwithstanding, the Master Servicing Fee shall not accrue
with respect to any Closing Date Deposit Mortgage Loan for the interest
accrual period to which the Closing Date Deposit relates. 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


                                    -133-

<PAGE>

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, Midland (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 Midland 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)
that accrues at a per annum rate in excess of the sum of (i) 0.01% (one basis
point) per annum, and (ii) with respect to any Mortgage Loan or REO Loan that
is not primary serviced by Midland, the primary servicing fee rate, if any,
for such Mortgage Loan or REO Loan. Midland 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 Midland 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, any 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 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

                                    -134-

<PAGE>

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., Midland 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 Midland hereunder
(subject to reduction as provided above and in the next paragraph).

         In the event that Midland 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 Midland 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;

                (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 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);


                                    -135-

<PAGE>


                (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.

         (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Mortgage Loan and each REO Loan. As to each
Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall
accrue at the Special Servicing Fee Rate and on the same principal amount
respecting which the related interest payment due on such Specially Serviced
Mortgage Loan or deemed to be due on such REO Loan is computed and calculated
on the 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

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<PAGE>



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,
within the time period (or extension thereof) provided for such repurchase or
substitution or, if such repurchase or substitution occurs after such time
period, if 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, the
Special Servicer or any Person (except an assignee meeting the requirements of
Section 3.18(c)) pursuant to Section 3.18, by the related B-Noteholder (in the
case of an A-Note Trust Mortgage Loan) or by the Westchester Pari Passu
Noteholder or a Westchester Subordinate Noteholder (in the case of the
Westchester Trust Mortgage Loan) pursuant to the related Loan Combination
Intercreditor Agreement unless the purchase price with respect thereto
includes the Principal Recovery Fee, or by the Master Servicer, the Special
Servicer or the Plurality Subordinate Certificateholder 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 price with
respect thereto includes the Principal Recovery Fee; 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.


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<PAGE>



         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, and (subject to Section
3.11(b)(ii)) 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 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 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, 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

                                    -138-

<PAGE>

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 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 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 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).


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         (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 July 2005, 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 July 2005, 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 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 July 2005 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 October 2005, 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

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<PAGE>


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 June, 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,
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 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 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

                                    -141-

<PAGE>

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 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 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
June 2005, 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

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<PAGE>


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 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 Z or Grantor Trust E 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,

                                    -143-


<PAGE>


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), (b), (c), (d), (g) and (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 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


                                    -144-

<PAGE>


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 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

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<PAGE>


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.

         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).

                                    -146-

<PAGE>



         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-MCP1, Commercial Mortgage Pass-Through Certificates, Series
         2005-MCP1, 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 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

                                    -147-

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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 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


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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
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


                                    -149-

<PAGE>


     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 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

                                    -150-

<PAGE>


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

                (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

                                    -151-

<PAGE>


                (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;

                (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.

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<PAGE>


         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 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 promptly upon its fair
value determination and any adjustment thereto. The Special Servicer shall
also deliver to the Master Servicer and the Plurality Subordinate
Certificateholder 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

                                    -153-
<PAGE>

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 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) 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; provided that, if
(A) the Purchase Option is being exercised by an Option Holder that is an
assignee of the Plurality Subordinate Certificateholder that is not an
Affiliate of the Plurality Subordinate Certificateholder, (B) the assignment
of the Purchase Option was to such Option Holder for no material
consideration, and (iii) the Purchase Option is exercised by such Option
Holder more than 90 days following a determination of the fair value of the
subject Trust Defaulted Mortgage Loan, the Option Price shall include a
Principal Recovery Fee payable to the Special Servicer. The Special Servicer
shall, promptly after a Trust Mortgage Loan becomes a Trust Defaulted Mortgage
Loan, deliver to the Plurality Subordinate Certificateholder 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 the fair value determination being made with respect
to the subject 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

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<PAGE>


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 and the Trustee, 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 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

                                    -155-

<PAGE>


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 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


                                    -156-

<PAGE>

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
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

                                    -157-


<PAGE>


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, any 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 any 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.

         (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.

         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

                                    -158-
<PAGE>

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) then, for purposes of determining the
payment that the Master Servicer is required to make to cover that Prepayment
Interest Shortfall, the reference to "Master Servicing Fee" in clause (A)
above shall be construed to include (1) the entire Master Servicing Fees
payable to the Master Servicer with respect to the related Collection Period,
inclusive of any portion payable to a third-party primary servicer and
inclusive of any portion thereof that constitutes the related Excess Servicing
Strip and (2) the amount of any investment income earned by the Master
Servicer on the related Principal Prepayment while on deposit in the
Collection Account. 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 where such Mortgage Loan
Seller is identified on the Mortgage Loan Schedule as the related Mortgage
Loan Seller 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.

                                    -159-

<PAGE>


         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 (in the case of the Master Servicer, subject to a
maximum of two separate one-year extensions without the consent of the Special
Servicer), 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 respective rights to do so shall be subject to Section
3.08, Sections 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 Westchester Loan Combination, the
Westchester 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 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

                                    -160-

<PAGE>


"contributions" after the Startup Day under the REMIC Provisions, or (3)
adversely affect the status of either of Grantor Trust Z or Grantor Trust E
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 may 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-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.

                                    -161-

<PAGE>



         (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 Westchester Loan
Combination, the Westchester 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
Westchester Loan Combination is involved) a Westchester 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 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 either of Grantor Trust Z or Grantor Trust E, (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.

                                    -162-

<PAGE>



         (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 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


                                    -163-
<PAGE>


requirements on its own, then confirmation that such defeasance will not
result in an Adverse Rating Event or (if the Westchester Loan Combination is
involved) a Westchester Related MBS Adverse Rating Event is not required from
Fitch (if applicable) or Moody's and is not required from S&P so long as the
Master Servicer delivers to S&P a certification 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 the 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 that such defeasance will not result in an Adverse Rating Event
or (if the Westchester Loan Combination is involved) a Westchester 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 no-Adverse Rating
Event or (if the Westchester Loan Combination is involved) no Westchester
Related MBS Adverse Rating Event is a specific condition precedent 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 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

                                    -164-
<PAGE>

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 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 Westchester Loan Combination is involved) a
Westchester Related MBS Adverse Rating Event with respect to any Mortgaged
Property that secures a Significant Mortgage Loan.

         (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

                                    -165-

<PAGE>

     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 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

                                    -166-

<PAGE>


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 after a Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the Special Servicer shall deliver to each Rating
Agency, the Trustee, the Master Servicer and the Controlling Class
Representative, a report (the "Asset Status Report") with respect to such Loan
and the related Mortgaged Property. Such Asset Status Report shall set forth
the following information to the extent reasonably determinable:

                (i) summary of the status of such Specially Serviced Mortgage
      Loan and negotiations with the related Mortgagor;

                (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;

provided, however, that if a Loan Combination is involved, the Asset Status
Report shall be in respect of the entire Loan Combination and, in the case of
the Westchester Loan Combination, shall also be delivered to the Westchester
Pari Passu Noteholder and the Westchester Controlling Subordinate Noteholder).

         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 to which the Controlling Class Representative is
entitled to object under Section 6.11 (or, in the case of the Westchester Loan
Combination, the Westchester Controlling Party is entitled to object pursuant
to Section 6.12), the Controlling Class Representative (or, in the case of the
Westchester Loan Combination, when a Westchester Subordinate Noteholder is the
Westchester Controlling Subordinate Noteholder, the

                                    -167-

<PAGE>


Westchester Controlling Subordinate Noteholder) 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 (or, in the case of the Westchester Loan
Combination, when a Westchester Subordinate Noteholder is the Westchester
Controlling Subordinate Noteholder, the Westchester Controlling Subordinate
Noteholder) disapproves such Asset Status Report, the Special Servicer will
revise such Asset Status Report and deliver to the Controlling Class
Representative (and, in the case of the Westchester Loan Combination, the
Westchester Pari Passu Noteholder and the Westchester Controlling Subordinate
Noteholder), 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.

         The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(c) until the Controlling Class
Representative (or, in the case of the Westchester Loan Combination, when a
Westchester Subordinate Noteholder is the Westchester Controlling Subordinate
Noteholder, the Westchester Controlling Subordinate Noteholder), 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. 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, 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, the related
Non-Trust Noteholder(s)) pursuant to the Servicing Standard.

         Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders (other than for a reason which violates the
Servicing Standard, which shall control), then the Special Servicer shall
revise such Asset Status Report as described above in this Section 3.21(c) and
provide a copy of such revised report to the Master Servicer. The Trustee
shall be entitled to reimbursement from the Trust Fund for the reasonable
expenses of providing such notices. Except under the circumstances set forth
above where Certificateholders have not rejected an Asset Status Report that
was rejected by the Controlling Class Representative (or, in the case of the
Westchester Loan Combination, when a Westchester Subordinate Noteholder is the
Westchester Controlling Subordinate Noteholder, the Westchester Controlling
Subordinate Noteholder), in the event the Controlling Class Representative
(or, in the case of the Westchester Loan Combination, when a Westchester
Subordinate Noteholder is the Westchester Controlling Subordinate Noteholder,
the

                                    -168-

<PAGE>


Westchester Controlling Subordinate Noteholder) and the Special Servicer have
been unable to agree upon an Asset Status Report with respect to a Specially
Serviced Mortgage Loan within 90 days of the Controlling Class
Representative's (or, in the case of the Westchester Loan Combination, when a
Westchester Subordinate Noteholder is the Westchester Controlling Subordinate
Noteholder, the Westchester Controlling Subordinate Noteholder's) receipt of
the initial Asset Status Report, the Special Servicer shall implement the
actions directed by the Controlling Class Representative (or, in the case of
the Westchester Loan Combination, when a Westchester Subordinate Noteholder is
the Westchester Controlling Subordinate Noteholder, the Westchester
Controlling Subordinate Noteholder) unless doing so would result in any of the
consequences set forth in the last 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
(or, in the case of the Westchester Loan Combination, when a Westchester
Subordinate Noteholder is the Westchester Controlling Subordinate Noteholder,
the Westchester Controlling Subordinate Noteholder) by 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 (or, in the
case of the Westchester Loan Combination, when a Westchester Subordinate
Noteholder is the Westchester Controlling Subordinate Noteholder, the
Westchester Controlling Subordinate Noteholder) will remain entitled to advise
and object regarding the actions set forth in Section 6.11(a) (or, in the case
of the Westchester Loan Combination, the Westchester Specially Designated
Servicing Actions pursuant to Section 6.12) 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, in the case
of the Westchester Loan Combination, when a Westchester Subordinate Noteholder
is the Westchester Controlling Subordinate Noteholder, the Westchester
Controlling Subordinate Noteholder) or the majority of the Certificateholders
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
any 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, any
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 parties of any or all of their respective
obligations hereunder, provided that, in each case, the Sub-

                                    -169-

<PAGE>


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), (xi) and (xii)) 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 Exhibit R 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, any 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
Master Servicer or 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 of the same funds as if such Sub-Servicer were the
Master Servicer. For so long as they are outstanding, Advances shall accrue
interest

                                    -170-

<PAGE>


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
Midland or any successor Master Servicer hereunder for any reason, the Trustee
or other Person succeeding such resigning, removed or terminated party as
Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in
effect as of the date of this Agreement: (i) to assume the rights and
obligations of the Master Servicer under such Sub-Servicing Agreement and
continue the sub-servicing arrangements thereunder on the same terms
(including without limitation the obligation to pay the same sub-servicing
fee); (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer
on such terms as the Trustee or other successor Master Servicer and such
Sub-Servicer shall mutually agree (it being understood that such Sub-Servicer
is under no obligation to accept any such new Sub-Servicing Agreement or to
enter into or continue negotiations with the Trustee or other successor Master
Servicer in which case the existing Sub-Servicing Agreement shall remain in
effect); or (iii) to terminate the Sub-Servicing Agreement if (but only if) an
Event of Default (as defined under such Sub-Servicing Agreement) has occurred
and is continuing, 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.

                                    -171-

<PAGE>



         (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 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
     Delaware, 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.

                                    -172-
<PAGE>


                (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 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 Delaware 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, delivery and performance of
     this Agreement, and has duly executed and delivered this Agreement.

                                    -173-
<PAGE>


               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the 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.

         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, any Fiscal Agent and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements

                                    -174-

<PAGE>


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 Anthracite Capital, 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 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).

                                    -175-
<PAGE>


         (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 any 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 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;

                           second, to reimburse the Trust for any interest on
         Advances paid to any 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;

                                    -176-

<PAGE>


                           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 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.

                                    -177-

<PAGE>



         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) In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of a Trust Mortgage Loan,
modifies, waives or amends the terms thereof such that (i) the Stated
Principal Balance is decreased, (ii) the Mortgage Rate is reduced, (iii)
payments of interest or principal are waived, reduced or deferred or (iv) any
other adjustment is made to any of the terms of such Mortgage Loan, all
payments made in respect of such Mortgage Loan shall be made as though such
modification, waiver or amendment did not occur, with the payment terms of
such Mortgage Loan remaining the same as they are on the related Cut-Off Date,
and the related Non-Trust Loans that are junior thereto shall bear the full
economic effect of all waivers, reductions or deferrals of amounts due on such
Trust Mortgage Loan attributable to such modification, waiver or amendment, in
each case to the extent permitted by the related Loan Combination
Intercreditor Agreement.

         (b) The parties hereto, the Plurality Subordinate Certificateholder,
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 Noteholder, upon the occurrence of certain specified
events under the related Loan Combination Intercreditor Agreement, to purchase
the 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. Such
purchase right shall be superior to the corresponding Purchase Option set
forth in Section 3.18(c)).

         (c) 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 "Defaulted Mortgage Loan
Purchase Price" (as defined 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 Mortgage File to the Person effecting the
purchase or its designee; and (ii) execute and deliver such endorsements,
assignments and instruments of


                                    -178-

<PAGE>

transfer as shall be provided to it and are reasonably necessary to vest
ownership of the subject Trust Mortgage Loan in the appropriate transferee,
without recourse, representations or warranties.

         (d) 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 (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.


                                    -179-

<PAGE>


                                  ARTICLE IV

                        PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01. Distributions.

         (a) On each Distribution Date, the Trustee shall (except as otherwise
provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the
Distribution Account, after payment of amounts payable from the Distribution
Account in accordance with Section 3.05(b)(ii) through (ix) and deemed
distributions from REMIC I pursuant to Section 4.01(h), for the following
purposes and in the following order of priority, in each case to the extent of
the remaining portion of the 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-2, Class A-3, Class A-SB and Class A-4 Certificates,
     from the Loan Group 1 Available Distribution Amount, in an amount equal
     to, and pro rata as among those Classes of Senior Certificates in
     accordance with, all Distributable Certificate Interest in respect of
     each such Class of Senior Certificates 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 XC and Class XP Certificates, from the Loan Group 1 Available
     Distribution Amount and/or the Loan Group 2 Available Distribution
     Amount, in an amount equal to, and pro rata as between those Classes of
     Class X Certificates in accordance with, all Distributable Certificate
     Interest in respect of each such Class of 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
     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, up to an amount equal to,
     and pro rata as among such Classes of Senior Certificates in accordance
     with, the Distributable Certificate Interest in respect of each such
     Class of Senior Certificates 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 Principal Balance for such
     Distribution Date, and second, to the Holders of the Class A-1
     Certificates, the Holders of the Class A-2 Certificates, the Holders of
     the Class A-3 Certificates, the Holders of the Class A-SB Certificates
     and the Holders of the Class A-4 Certificates, in that order, in each
     case until the related Class Principal Balance is reduced to zero, in an
     aggregate amount for both clauses first and second above (not to exceed
     the aggregate of the Class Principal Balances of those Classes of Senior
     Certificates outstanding immediately prior to such Distribution Date)
     equal to the Loan Group 1 Principal Distribution Amount for such

                                    -180-

<PAGE>


     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-2, Class A-3, Class A-SB and Class A-4
     Certificates 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-2, Class A-3, Class A-SB and
     Class A-4 Certificates, 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-2, Class A-3, Class A-SB, Class A-4 and
     Class A-1A Certificates pursuant to this clause (ii) up to an amount
     equal to, and pro rata as among such Classes of Senior Certificates in
     accordance with, the Class Principal Balance of each such Class of Senior
     Certificates 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
     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, and second, to the Holders of the
     Class A-1 Certificates, the Holders of the Class A-2 Certificates, the
     Holders of the Class A-3 Certificates, the Holders of the Class A-SB
     Certificates and the Holders of the Class A-4 Certificates, in that
     order, in each case until the related Class Principal Balance (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, in an aggregate
     amount (not to exceed the aggregate of the Class Principal Balances of
     those Classes of Senior Certificates outstanding immediately prior to
     such Distribution Date, reduced by any distributions of principal made
     with respect to those Classes of Senior Certificates 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);

                (iv) after the aggregate of the Class Principal Balances of the
     Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates
     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

                                    -181-

<PAGE>

     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-2, Class A-3, Class A-SB and/or Class A-4
     Certificates on such Distribution Date pursuant to clause (ii) above;

                (v) to make distributions to the Holders of the Class A-1,
     Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-1A Certificates,
     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 Certificates 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-2, Class A-3, Class A-SB, Class A-4 and Class A-1A Certificates
     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 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;

                (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 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;

                                    -182-

<PAGE>


                (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 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 pursuant to any prior
     clause of this Section 4.01(a));

                (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 pursuant to any prior
     clause of this Section 4.01(a));

                                    -183-

<PAGE>


                (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 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 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 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


                                    -184-
<PAGE>


     Holders of any other Class of Sequential Pay Certificates 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 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;

                (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 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

                                    -185-

<PAGE>

     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 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 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 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;

                                    -186-
<PAGE>


                (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 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;

                (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 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 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

                                    -187-

<PAGE>

     the REMIC I Regular Interests on such Distribution Date pursuant to
     Section 4.01(h), over (B) the aggregate distributions made in respect of
     the Regular Certificates 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 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 shall not constitute distributions of principal and shall not
result in reduction of the related Class Principal Balance.

         All distributions of interest made in respect of the Class XC and
Class XP Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of such
Class, pro rata in accordance with the respective amounts of Accrued Component
Interest with respect to such 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(j) 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 Classes) 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-1-1 (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, up to
     an amount equal to, and pro rata based on, the Additional Yield and
     Prepayment Amount for each such Class of Certificates 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 XC and/or XP
     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(j) 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 Classes), as
     follows:

               (A)  on each Distribution Date up to and including the
                    Distribution Date in June 2013, to the Holders of the
                    Class XP Certificates in an amount equal

                                    -188-

<PAGE>

                    to 5% of the remaining portion of the subject Yield
                    Maintenance Charge or Prepayment Premium, as the case may
                    be, and to the Holders of the Class XC Certificates in an
                    amount equal to 95% of the remaining portion of the
                    subject Yield Maintenance Charge or Prepayment Premium, as
                    the case may be; and

               (B)  on each Distribution Date following the Distribution Date
                    in June 2013 to the Holders of the Class XC Certificates
                    in an amount equal to 100% of the remaining portion of the
                    subject Yield Maintenance Charge or Prepayment Premium, as
                    the case may be.

         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 ARD Loans and
any related REO Loans 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) 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 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.


                                    -189-

<PAGE>


         (d) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution
to the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible
for disbursing funds to the related Certificate Owners that it represents.
None of the Trustee, the Certificate Registrar, the Depositor, the Master
Servicer, the Special Servicer or any 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.

         (e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.

         (f) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final
distribution with respect to any Class of Certificates (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to such Class of Certificates) will be
made on the next Distribution Date, the Trustee shall, no later than five days
after the related Determination Date, mail to each Holder of record on such
date of such Class of Certificates a notice to the effect that:

                (i) the Trustee expects that the final distribution with
     respect to such Class of Certificates will be made on such Distribution
     Date but only upon presentation and surrender of such Certificates at the
     office of the Certificate Registrar or at such other location therein
     specified, and

                (ii) no interest shall accrue on such Certificates from and
     after such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(f) shall not have been
surrendered for cancellation within six months after the time specified in
such notice, the Trustee shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not
have been surrendered for cancellation, the Trustee, directly or through an
agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall
be paid out of such funds. No interest shall accrue or be payable to

                                    -190-

<PAGE>


any former Holder on any amount held in trust pursuant to this paragraph. If
all of the Certificates shall not have been surrendered for cancellation by
the second anniversary of the delivery of the second notice, the Trustee
shall, subject to applicable law, distribute to the Holders of the Class R-II
Certificates all unclaimed funds and other assets which remain subject
thereto.

         (g) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal 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.

         (h) 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 on each Distribution
Date pursuant to Section 4.01(a), 4.01(i), 4.01(j) or 9.01 shall be deemed to
have first been distributed from REMIC I to REMIC II in respect of its
Corresponding REMIC I Regular Interest(s) set forth in the Preliminary
Statement hereto. All distributions made in respect of either Class of Class X
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01, and allocable to any particular Component of such Class of Certificates
in accordance with the last paragraph of Section 4.01(a), shall be deemed to
have first been distributed from REMIC I to REMIC II in respect of such
Component's Corresponding REMIC I Regular Interest. In each case, if such
distribution on any such Class of Regular Certificates was a distribution of
interest or principal or in reimbursement of previously allocated Realized
Losses and Additional Trust Fund Expenses in respect of such Class of Regular
Certificates, then the corresponding distribution deemed to be made on a REMIC
I Regular Interest pursuant to 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; provided,
however, that, if any Class of Sequential Pay Certificates has more than one
Corresponding REMIC I Regular Interest, then deemed distributions of principal
made on such Corresponding REMIC I Regular Interests on any Distribution Date
shall be allocated to them in ascending numeric order (i.e., from lowest
number to highest number) of the respective ending numbers of the respective
alphanumeric designations for such Corresponding REMIC I Regular Interests, in
each case up to an amount equal to the REMIC I Principal Balance of the
subject Corresponding REMIC I Regular Interest outstanding immediately prior
to such Distribution Date (such that no deemed distributions of principal will
be made on any such Corresponding REMIC I Regular Interest until the REMIC I
Principal Balance of each other such Corresponding REMIC I Regular Interest,
if any, with an alphanumeric designation that ends in a lower number, has been
paid in full) (for example, distributions of principal with respect to the
Class A-1 Certificates shall be deemed to have first been distributed from
REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1-1 until its
REMIC I Principal Balance is reduced to zero, then to REMIC I Regular Interest
LA-1-2 until its REMIC I Principal Balance is reduced to zero, then to REMIC I
Regular Interest LA-1-3 until its REMIC I Principal Balance is reduced to
zero, and then to REMIC I Regular Interest LA-1-4); and provided, further,
that, with respect to reimbursements of previously allocated Realized Losses
and Additional Trust Fund Expenses in respect of any Class of Sequential Pay
Certificates that has more than one Corresponding REMIC I Regular Interest,
such corresponding distribution shall be deemed to be a distribution with
respect to all of the Corresponding

                                    -191-

<PAGE>


REMIC I Regular Interests for such Class, allocated pro rata based on their
respective amounts of previously unreimbursed Realized Losses and Additional
Trust Fund Expenses (for example, with respect to Realized Losses and
Additional Trust Fund Expenses previously allocated to the Class A-1
Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest LA-1-1, REMIC I Regular
Interest LA-1-2, REMIC I Regular Interest LA-1-3 and REMIC I Regular Interest
LA-1-4, allocated pro rata based on their respective amounts of previously
unreimbursed Realized Losses and Additional Trust Fund Expenses).

         (i) 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 (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, 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 Certificate Principal Balances of the Classes receiving such
distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after
such distributions shall be applied to offset future Realized Losses 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.

         (j) 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 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 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 (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 Certificate
Principal Balances of the Classes receiving such distributions.

         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 N 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;

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<PAGE>


                (ii) the amount of the distribution on such Distribution Date
     to the Holders of each Class of Regular Certificates allocable to
     Distributable Certificate Interest;

                (iii) the amount of the distribution on such Distribution Date
     to the Holders of each Class of Regular Certificates allocable to
     Prepayment Premiums and/or Yield Maintenance Charges;

                (iv) the amount of the distribution on such Distribution Date
     to the Holders of each Class of Sequential Pay Certificates in
     reimbursement of previously allocated Realized Losses and Additional
     Trust Fund Expenses;

                (v) the Available Distribution Amount for such Distribution
     Date;

                (vi) (a) the aggregate amount of P&I Advances made 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 with respect to the
     entire Mortgage Pool, and 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 any 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 with respect to the entire Mortgage Pool, and 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 with respect to the entire Mortgage Pool, and 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 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;

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                (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 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 for
     such Distribution Date;

                (xv) any unpaid Distributable Certificate Interest in respect
     of each Class of Regular Certificates after giving effect to the
     distributions made on such Distribution Date;

                (xvi) the Pass-Through Rate for each Class of Regular
     Certificates for such Distribution Date;

                (xvii) the Principal Distribution Amount, 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, Class XC Notional Amount or
     Class XP Notional Amount, as applicable, of each Class of Regular
     Certificates 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;

                (xxi) the Certificate Factor for each Class of Regular
     Certificates immediately following such Distribution Date;

                                    -194-

<PAGE>


               (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 any 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 any 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;

             (xxvii) the original and then current ratings known to the
     Trustee for each Class of Regular Certificates;

            (xxviii) the aggregate amount of Prepayment Premiums and Yield
     Maintenance Charges collected during the related Collection Period;

              (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; and

               (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.

         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.

         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



                                    -195-
<PAGE>

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.

         (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



                                    -196-
<PAGE>

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, any 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 any 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, 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 any 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 any
Fiscal Agent will be required in the event of subsequent delinquencies to
advance in respect of such




                                    -197-
<PAGE>

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 Westchester 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 Westchester
Loan Combination that is allocable, in accordance with the definition of
"Appraisal Reduction Amount", to the Westchester 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, any 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 any
Fiscal Agent, the Special Servicer's determination as to whether 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 any Fiscal Agent shall be
entitled to conclusively rely on, and shall act in accordance with, such
determination. The Trustee and any 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 any Fiscal
Agent shall rely on the Master Servicer's determination that the P&I Advance
would be a Nonrecoverable Advance if the Trustee or any 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 any Fiscal Agent shall make such Advance within the time periods
required by Section 4.03(a) unless the Trustee or any Fiscal Agent, as the
case may be, in good faith makes a determination prior to the times specified
in Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance.
The Trustee, any Fiscal Agent and the Special Servicer, in determining




                                    -198-
<PAGE>

whether or not a P&I Advance previously made is, or a proposed P&I Advance, if
made, would be, a Nonrecoverable Advance, shall each 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
Westchester 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 Westchester Pari
Passu Non-Trust Loan (or any successor REO Loan with respect thereto) would
not ultimately be recoverable out of collections on the Westchester Pari Passu
Non-Trust Loan (or such REO Loan), then the Master Servicer shall deliver
written notice to such effect to the Trustee, any 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 Westchester 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 Westchester 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 Westchester 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
Westchester 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 Westchester 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 Westchester 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 Westchester Pari Passu Non-Trust Loan regarding
whether circumstances with respect to the Westchester 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 any 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 any 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 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




                                    -199-
<PAGE>

reimburse itself, the Trustee or any 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 any 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 any 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 any 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 any 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
any 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
any 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 any Fiscal 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 any
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 any 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




                                    -200-
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Special Servicer, the Trustee, any 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 any 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
any 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 as follows the aggregate of
all Realized Losses and Additional Trust Fund Expenses that were incurred at
any time following the Cut-off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that
(i) the aggregate Certificate Principal Balance of the Sequential Pay
Certificates as of such Distribution Date (after taking into account all of
the distributions made on such Distribution Date pursuant to Section 4.01),
exceeds (ii) the aggregate Stated Principal Balance of, 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-2, Class A-3,
Class A-SB, Class A-4 and Class A-1A Certificates until the Class Principal
Balances thereof are reduced to zero. Any allocation of Realized Losses and
Additional Trust Fund Expenses to a Class of Sequential Pay Certificates shall
be made by reducing the Class Principal Balance thereof by the amount so
allocated. All Realized Losses and Additional Trust Fund Expenses, if any,
allocated to a Class of 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 as of the Distribution Date on which the aggregate Certificate
Principal Balance of the Sequential Pay Certificates 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 respective Class Principal Balances
of any Classes of Sequential Pay Certificates to which there has been
allocated unreimbursed Realized Losses and/or Additional Trust Fund Expenses
shall be increased, in the reverse order in 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,




                                    -201-
<PAGE>

the Class Principal Balance of any such Class of Sequential Pay Certificates
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 Sequential Pay
Certificates 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 Sequential Pay Certificates
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 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.

         To the extent the Class Principal Balance of a Class of Sequential
Pay Certificates is increased pursuant to the second paragraph of this Section
4.04(a), the REMIC I Principal Balance (or, if applicable, the aggregate REMIC
I Principal Balance) of the Corresponding REMIC I Regular Interest(s) shall
also be so increased; provided that, with respect to any Class of Sequential
Pay Certificates that has more than one Corresponding REMIC I Regular
Interest, the application of such additions to the REMIC I Principal Balances
of the Corresponding REMIC I Regular Interests for such Class shall be made in
descending or reverse numeric order based on the last number of their
respective alphanumeric designations, in each case up to the amount of the
unreimbursed Realized Losses and/or Additional Trust Fund Expenses previously
allocated to the subject Corresponding REMIC I Regular Interest (for example,
with respect to the Class A-1 Certificates, the application of such additions
to the REMIC I Principal Balances of REMIC I Regular Interests LA-1-1, LA-1-2,
L-A-1-3 and LA-1-4 shall be allocated, first, to REMIC I Regular Interest
LA-1-4 up to the amount of the unreimbursed Realized Losses and/or Additional
Trust Fund Expenses previously allocated to it, second, to REMIC I Regular
Interest LA-1-3 up to the amount of the unreimbursed Realized Losses and/or
Additional Trust Fund Expenses previously allocated to it, third, to REMIC I
Regular Interest LA-1-2 up to the amount of the unreimbursed Realized Losses
and/or Additional Trust Fund Expenses previously allocated to it, and then, to
REMIC I Regular Interest LA-1-1). If the REMIC I Principal Balance of any
REMIC I Regular Interest is so increased, the amount of unreimbursed Realized
Losses and/or Additional Trust Fund Expenses considered to be allocated to
such REMIC I Regular Interest shall be decreased by such amount.

         (b) If the Class Principal Balance of any Class of Sequential Pay
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the REMIC I Principal Balance of such Class' Corresponding REMIC I
Regular Interest (or, if applicable, the aggregate REMIC I Principal Balance
of such Class' Corresponding REMIC I Regular Interests) shall be deemed to
have first been reduced by the exact same amount. If a Class of Sequential Pay
Certificates has two or more Corresponding REMIC I Regular Interests, then the
respective REMIC I Principal Balances of such Corresponding REMIC I Regular
Interests shall be reduced as contemplated by the preceding sentence in the
same sequential order that principal distributions are deemed made on such
Corresponding REMIC I Regular Interests pursuant to Section 4.01(h), such that
no reduction shall be made in the REMIC I Principal Balance of any such
Corresponding REMIC I Regular Interest pursuant to this Section 4.04(b) until
the REMIC I Principal Balance of each other such Corresponding REMIC I Regular
Interest, if any, with an alphanumeric designation that ends in a lower
number, has been




                                    -202-
<PAGE>

reduced to zero (for example, with respect to the Class A-1 Certificates, each
such reduction shall be allocated first to REMIC I Regular Interest LA-1-1
until its REMIC I Principal Balance is reduced to zero, then to REMIC I
Regular Interest LA-1-2 until its REMIC I Principal Balance is reduced to
zero, then to REMIC I Regular Interest LA-1-3 until its REMIC I Principal
Balance is reduced to zero, and then to REMIC I Regular Interest LA-1-4).

         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 any 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 any Fiscal Agent from any of such obligations or liabilities, and
the Master Servicer, the Trustee or any 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).





                                    -203-
<PAGE>

                                   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-2, 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 Regular Certificates shall initially be
held and transferred through the book-entry facilities of the Depository. The
Regular Certificates will be issuable only in denominations corresponding to
initial Certificate Principal Balances or initial Certificate Notional
Amounts, as the case may be, as of the Closing Date of not less than $25,000
in the case of the Registered Certificates (or, in the case of the Class XP
Certificates, not less than $100,000) 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
Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045;
Attn: Corporate Trust Services--Merrill Lynch Mortgage Investors Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1) shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is hereby initially appointed
(and hereby agrees to act in accordance with the terms hereof) as Certificate
Registrar for the purpose of registering Certificates and



                                    -204-
<PAGE>

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.

         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 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




                                    -205-
<PAGE>

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 foregoing, any interest in a Rule 144A 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 Rule 144A 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 Rule 144A Global Certificate. Upon delivery to the Certificate Registrar
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 Rule 144A Global Certificate by the denomination of the transferred
interests in such Rule 144A Global Certificate, and shall cause a Definitive
Certificate of the same Class as such Rule 144A Global Certificate, and in a
denomination equal to the reduction in the denomination of such Rule 144A
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 shall, and does
hereby agree to, indemnify the Depositor, the Initial Purchasers, the Trustee,
any 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




                                    -206-
<PAGE>

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, any Fiscal Agent, any Exemption-Favored Party 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 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




                                    -207-
<PAGE>

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 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.



                                    -208-
<PAGE>

               (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 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).




                                    -209-
<PAGE>

         (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.

         (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.



                                    -210-
<PAGE>

         (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 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 in the fifth paragraph
of 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 in the fifth paragraph of Section 5.02(b), shall not be
entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class XC, 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. 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 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



                                    -211-
<PAGE>

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 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.





                                    -212-
<PAGE>

         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.






                                    -213-
<PAGE>

                                  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 Westchester 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 them against any liability to the
Trust Fund, the Trustee, the Certificateholders or any other Person for




                                    -214-
<PAGE>

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 Non-Trust Loan (or any successor REO Loan with
respect thereto), shall also be payable out of the



                                    -215-
<PAGE>

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, 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 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 Depositor 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
Depositor may have to indemnification under this Agreement or otherwise,
unless the Master Servicer's or Special Servicer's, as the case may be,
defense of such claim is materially prejudiced thereby. The indemnification



                                    -216-
<PAGE>

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 requires
the Master Servicer's or Special Servicer's resignation to be effective
immediately, and the




                                    -217-
<PAGE>

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
Westchester 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 and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.



                                    -218-
<PAGE>

         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; Termination of Special Servicer With Respect
                        to Westchester Trust Mortgage Loan.

         The Holder or Holders (or, in the case of Book-Entry Certificates,
the Certificate Owner or Certificate Owners) of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class may at any
time and from time to time designate a Person meeting the requirements set
forth in Section 6.04 (including, without limitation, Rating Agency
confirmation) to serve as Special Servicer hereunder and to replace any
existing Special Servicer or any Special Servicer that has resigned or
otherwise ceased to serve as Special Servicer; provided that such Holder or
Holders (or such Certificate Owner or Certificate Owners, as the case may be)
shall pay all costs related to the transfer of servicing if the Special
Servicer is replaced other than due to an Event of Default. Such Holder or
Holders (or such Certificate Owner or Certificate Owners, as the case may be)
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 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 Westchester Related MBS Adverse Rating
Event. The appointment of such designated Person as




                                    -219-
<PAGE>

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.

         Notwithstanding the foregoing, if the Mortgage Loans comprising the
Westchester Loan Combination become Specially Serviced Mortgage Loans, the
Westchester Controlling Subordinate Noteholder may make a single request,
during the term of all the Westchester Subordinate Non-Trust Loans, that the
Special Servicer be terminated without cause with respect to the Westchester
Loan Combination. In such event, 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 shall designate a Person, subject to the consent of the
Westchester Controlling Subordinate Noteholder (which consent shall not be
unreasonably withheld or delayed) meeting the requirements set forth in
Section 6.04 (including, without limitation, Rating Agency confirmation) to
replace such terminated Special Servicer; provided that the Westchester
Controlling Subordinate Noteholder shall pay all costs related to the transfer
of servicing. 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 with respect to the Westchester Loan
Combination 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. Any designated Person shall become the Special Servicer with
respect to the Westchester Loan Combination, subject to satisfaction of the
other conditions set forth below, on the date that the Trustee shall have
received written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event or a
Westchester 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 or of the Westchester Controlling Subordinate Noteholder) to
the effect that




                                    -220-
<PAGE>

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 respect
to the Westchester Loan Combination upon such designated Person's becoming the
Special Servicer with respect to the Westchester Loan Combination hereunder;
provided, however, that the terminated 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 in respect of the
Westchester Loan Combination, and it shall continue to be entitled to the
benefits of Section 6.03 with respect to the Westchester Loan Combination
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 with respect to the Westchester Loan Combination, 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 the Westchester Loan Combination and any related REO Property.

         If a replacement special servicer is appointed with respect to the
Westchester Loan Combination at the request of the Westchester Controlling
Subordinate Noteholder in accordance with this Section 6.09 (any such
replacement special servicer, the "Westchester Special Servicer"), with the
result that there are multiple parties acting as Special Servicer hereunder,
then, unless the context clearly requires otherwise: (i) when used in the
context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term "Special Servicer"
shall mean the Westchester Special Servicer, insofar as such duties and
obligations relate to the Westchester Loan Combination, and shall mean the
General Special Servicer (as defined below), in all other cases (provided that
in Section 3.13, Section 3.14 and Section 3.15, the term "Special Servicer"
shall mean the Westchester Special Servicer and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information,
funds, documents, instruments and/or other items, the term "Special Servicer"
shall mean the Westchester Special Servicer, insofar as such information,
funds, documents, instruments and/or other items relate to the Westchester
Loan Combination, and shall mean the General Special Servicer, in all other
cases; (iii) when used in the context of granting the Special Servicer the
right to purchase Trust Defaulted Mortgage Loans pursuant to Section 3.18, the
term "Special Servicer" shall mean the Westchester Special Servicer, if such
Trust Defaulted Mortgage Loan is part of the Westchester Loan Combination, and
shall mean the General Special Servicer, in all other cases; (iv) when used in
the context of granting the Special Servicer the right to purchase all of the
Trust Mortgage Loans and any REO Properties remaining in the Trust Fund
pursuant to Section 9.01, the term "Special Servicer" shall mean the General
Special Servicer only; (v) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or
indemnities hereunder, the term "Special Servicer" shall mean both the
Westchester Special Servicer and the General Special Servicer; and (vi) when
used in the context of requiring indemnification from, imposing liability on,
or exercising any remedies against, the Special Servicer for any breach of a
representation, warranty or covenant hereunder or for any negligence, bad
faith or willful misconduct in the performance of duties and obligations
hereunder or any negligent disregard of such duties and




                                    -221-
<PAGE>

obligations or otherwise holding the Special Servicer responsible for any
of the foregoing, the term "Special Servicer" shall mean the Westchester
Special Servicer or the General Special Servicer, as applicable. References in
this Section 6.09 to "General Special Servicer" means the Person performing
the duties and obligations of special servicer with respect to the Mortgage
Pool (exclusive of the Westchester Loan Combination if a Westchester Special
Servicer has been appointed in respect thereof).

         SECTION 6.10.  Master Servicer or Special Servicer as Owner of a
                        Certificate.

         The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with
respect to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time
during which the Master Servicer or the Special Servicer or an Affiliate of
the Master Servicer or the Special Servicer is the Holder of (or, in the case
of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take
action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in the Master
Servicer's or the Special Servicer's good faith judgment, violate the
Servicing Standard, and (ii) if taken, might nonetheless, in the Master
Servicer's or the Special Servicer's reasonable, good faith judgment, be
considered by other Persons to violate the Servicing Standard, then the Master
Servicer or the Special Servicer may (but need not) seek the approval of the
Certificateholders to such action by delivering to the Trustee a written
notice that (a) states that it is delivered pursuant to this Section 6.10, (b)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, 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 (exclusive of the Westchester Trust Mortgage Loan or any
related REO Property), 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)



                                    -222-
<PAGE>

any of the following actions with respect to the Trust Mortgage Loans and any
REO Properties (exclusive of the Westchester Trust Mortgage Loan or any
related REO Property) 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 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 certain specified conditions
     being 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




                                    -223-
<PAGE>

     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; and provided, further, that the foregoing
rights of the Controlling Class Representative shall not apply to the
Westchester Trust Mortgage Loan or any related REO Property, in which case the
rights and powers of the specified Persons set forth under Section 6.12 are
instead applicable.

         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, any 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
Mortgage Loan and (ii) for 60 days following the first such notice, the
Controlling Class Representative




                                    -224-
<PAGE>

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.

         SECTION 6.12.  Certain Matters with Respect to the Westchester Loan
                        Combination.

         (a) If and for so long as the Westchester Trust Mortgage Loan is
included in the Trust Fund, the Master Servicer (or, if the Mortgage Loans
forming the Westchester Loan Combination are Specially Serviced Mortgage
Loans, then the Special Servicer) shall: (i) service and administer the
Westchester Loan Combination in a manner consistent with the Westchester
Intercreditor Agreement, (ii) satisfy all of the obligations required to be
performed by the "Master Servicer" and "Special Servicer", as applicable,
within the meaning of the Westchester Intercreditor Agreement: and (iii)
unless another party is expressly responsible hereunder, shall (subject to the
Servicing Standard) satisfy all of the obligations required to be performed by
the "Note A-1 Holder" under the Westchester Intercreditor Agreement.


         (b) The Master Servicer and the Special Servicer each hereby agree
that, prior to taking any of the Westchester 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 Westchester Controlling Party, in each case subject to,
and to the extent required by, Sections 20(b), (c), (d), (e) and (f) of the
Westchester Intercreditor Agreement. Notwithstanding the foregoing, the
Controlling Class Representative, at any time when it is not (as the designee
of the Trustee) the Westchester 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 Westchester Controlling Party
pursuant to this Section 6.12) with respect to the Westchester Loan
Combination with respect to any proposed Westchester Specially Designated
Servicing Action.

         (c) 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 Westchester Pari Passu Noteholder and the Westchester Subordinate
Noteholders, upon the occurrence of a Westchester Triggering Event under the
Westchester Intercreditor Agreement, to purchase the Westchester Trust
Mortgage Loan from the Trust, subject to




                                    -225-
<PAGE>

the terms, conditions and limitations set forth in, and at the price
specified in, Section 10(a) of the Westchester Intercreditor Agreement.

         (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 Westchester Subordinate Noteholders to cure certain events of
default by the Mortgagor with respect to the Westchester 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 Section 21 of the Westchester Intercreditor Agreement. The Trustee,
the Master Servicer and the Special Servicer hereby agree, as provided in and
subject to the terms, conditions and limitation set forth in Section 21 of the
Westchester Intercreditor Agreement, not to treat any such default by the
subject Mortgagor that is so cured by a Westchester Subordinate Noteholder as
a default or Westchester Triggering Event for the purposes specified in
Section 21 of the Westchester Intercreditor Agreement.

         (e) To the extent not otherwise expressly provided for herein, the
Special Servicer shall provide to the Westchester Controlling Subordinate
Noteholder or its designee, with respect to the Westchester Subordinate
Non-Trust Loans or any Westchester 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 Westchester Trust
Mortgage Loan or any Westchester REO Property, and on a concurrent basis. The
Trustee and the Special Servicer shall each provide to the Westchester
Controlling Subordinate Noteholder or its designee, with respect to the
Westchester Subordinate Non-Trust Loans or any Westchester 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 Westchester
Trust Mortgage Loan or any Westchester 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
Westchester 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 Westchester Subordinate
Non-Trust Loans or any Westchester 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
Westchester Controlling Subordinate Noteholder or its designee any particular
report, document or other information pursuant to this Section 6.12(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
Westchester Controlling Subordinate Noteholder within the same time period
contemplated by this Section 6.12(e) pursuant to any other section of this
Agreement.

         (f) If and for so long as (but only if and for so long as) a
Westchester Control Appraisal Event has occurred and is continuing with
respect to each Westchester Subordinate Non-Trust Loan, and the Trust, as
holder of the Westchester Trust Mortgage Loan (or any successor Trust REO Loan
with respect thereto), is the Westchester 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 Westchester
Controlling Party under the Westchester Intercreditor Agreement and (ii) shall
be the Westchester Controlling Party hereunder. The Trustee shall take such
actions as are necessary or appropriate to make such designation effective in
accordance with the Westchester Intercreditor




                                    -226-
<PAGE>

Agreement. The Master Servicer shall provide the parties to this Agreement
with notice of the occurrence of a Westchester Control Appraisal Event
promptly upon becoming aware of the occurrence thereof. Until such time
as the Controlling Class Representative shall be the Westchester Controlling
Party pursuant to the second preceding sentence, any and all expenses of the
Westchester Controlling Party shall be borne by the Westchester Controlling
Subordinate Noteholder and not by the Trust, and for so long as the
Controlling Class Representative shall be the Westchester Controlling Party
pursuant to the second preceding sentence, any and all expenses of the
Controlling Class Representative as Westchester 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.

         The parties hereto recognize the right of the Westchester Controlling
Subordinate Noteholder to avoid a Westchester Control Appraisal Event by
delivering Westchester Control Retention Collateral in accordance with Section
22 of the Westchester Intercreditor Agreement. The Special Servicer shall hold
all such Westchester Control Retention Collateral (in an Eligible Account, in
the case of cash) in a manner that clearly identifies that it is being held
for the benefit of the Certificateholders but, for federal income tax
purposes, is beneficially owned by the Westchester Controlling Subordinate
Noteholder. The Special Servicer shall take all actions reasonably necessary
to maintain any perfected security interest on the part of the Trust in and to
the Westchester Control Retention Collateral. In connection with the
foregoing, if a letter of credit is furnished as Westchester Control Retention
Collateral, and if the Westchester Controlling Subordinate Noteholder fails to
either renew such letter of credit at least thirty (30) days prior to the
expiration thereof or replace such letter of credit with a substitute letter
of credit or other Westchester Control Retention Collateral with an expiration
date that is greater than forty-five (45) days from the date of substitution,
then (unless requested to do so earlier in accordance with Section 22 of the
Westchester Intercreditor Agreement) the Special Servicer shall draw upon such
letter of credit and hold the proceeds thereof as Westchester Control
Retention Collateral. Additionally, if a letter of credit is furnished as
Westchester Control Retention Collateral and the issuer of such letter of
credit at any time no longer satisfies the unsecured debt rating requirements
set forth in the definition of "Control Retention Collateral" in the
Westchester Intercreditor Agreement, then (unless requested to do so earlier
in accordance with Section 22 of the Westchester Intercreditor Agreement) the
Special Servicer shall draw upon such letter of credit and hold the proceeds
thereof as Westchester Control Retention Collateral. Upon a Final Recovery
Determination with respect to the Westchester Loan Combination, any
Westchester Control Retention Collateral held by the Special Servicer shall be
available to reimburse, in the following order: (i) the Trust and the
Westchester Pari Passu Noteholder (on a pari passu basis), and (ii) any
Westchester Subordinate Noteholder that holds a Westchester Subordinate
Non-Trust Loan that is senior to the Westchester Subordinate Non-Trust Loan in
respect of which the Westchester Control Retention Collateral was delivered,
in each case (to the extent of available funds) for any Realized Loss incurred
thereby with respect to the applicable Mortgage Loan in the Westchester Loan
Combination (or any successor REO Loans with respect thereto), up to the
maximum amount permitted under the Westchester Intercreditor Agreement,
together with all other amounts (including, without limitation, Additional
Trust Fund Expenses related to the Westchester Loan Combination or any related
Loan Combination REO Property) reimbursable under the Westchester
Intercreditor Agreement and this Agreement. To the extent necessary to effect
such reimbursement, the Special Servicer shall draw down upon or otherwise
liquidate all non-cash Westchester Control Retention Collateral and shall
forward the reimbursement payment to the Master Servicer for deposit in the
Collection Account. Such reimbursement of payment shall, except for purposes
of Section 3.11 hereof, constitute "Liquidation Proceeds". The Special
Servicer may not release any Westchester




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Control Retention Collateral to the Westchester Controlling Subordinate
Noteholder, except as expressly required under Section 22 of the Westchester
Intercreditor Agreement (including, in connection with a Final Recovery
Determination with respect to the Westchester Loan Combination, following
the reimbursement of the Trust as contemplated above in this Section
6.12(f)). The arrangement by which the Westchester Control Retention
Collateral is held shall constitute an "outside reserve fund" within the
meaning of Treasury Regulation Section 1.860G-2(h) and such property (and the
right to reimbursement of any amounts with respect thereto) shall be
beneficially owned by the Westchester Controlling Subordinate Noteholder, who
shall be taxed on all income with respect thereto.


         (g) Each of the rights of the Westchester 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
Westchester Controlling Subordinate Noteholder of such designation (upon which
such party may conclusively rely) and the contact details of the designee.


         (h) The Westchester 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
Westchester Controlling Party pursuant to this Section 6.12) with respect to
the servicing of the Westchester Loan Combination. Within two Business Days of
Master Servicer's or the Special Servicer's receipt of the Westchester Pari
Passu Noteholder's advice or views, the Master Servicer and Special Servicer
shall communicate with the Westchester Controlling Party regarding any advice
or views expressed by the Westchester Pari Passu Noteholder.




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                                  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 the Trustee
with an Officer's Certificate certifying that it has diligently pursued, and
is diligently continuing to pursue, a full cure; or




                                    -229-
<PAGE>

             (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) 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 Westchester Pari Passu Non-Trust Loan Related MBS or (2) placed one or
more Classes of the Certificates or one or more classes of the Westchester
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) 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




                                    -230-
<PAGE>

             (xi) the Master Servicer or the Special Servicer, as the case may
be, is removed from S&P's approved master servicer list or approved special
servicer list, as the case may be, and the Master Servicer or Special
Servicer, as the case may be, is not reinstated to that list within 60 days
after its removal therefrom; or


             (xii) at any time any class of the Westchester Pari Passu
Non-Trust Loan Related MBS is rated by Fitch, the Master Servicer ceases to be
rated at least CMS3 by Fitch or the Special Servicer ceases to be rated at
least CSS3 by Fitch and such rating is not restored within 30 days after the
subject downgrade or withdrawal.


         (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, except as provided in Section
7.01(c), 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




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<PAGE>

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 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.

         (c) Further, notwithstanding Section 7.01(b) and Section 7.04, if any
Event of Default occurs on the part of the Special Servicer that affects the
Westchester Pari Passu Noteholder or the Westchester Controlling Subordinate
Noteholder, and the Special Servicer is not otherwise terminated in accordance
with Section 7.01(b), then either such party may require the Trustee to
terminate the duties and obligations of the Special Servicer with respect to
the Westchester Loan Combination only, but as to no other Mortgage Loan; and,
in such event, 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
shall be entitled to appoint, in accordance with Section 6.09 (or, in the
event of the failure of such Holder(s) or Certificate Owner(s) to so appoint,
the Trustee shall appoint, in accordance with Section 7.02), within 60 days of
the Westchester Pari Passu Noteholder's or the Westchester Controlling
Subordinate Noteholder's request, a replacement special servicer with respect
to the Westchester Loan Combination. In connection with the appointment of a
replacement special servicer with respect to the Westchester Loan Combination
at the request of the Westchester Pari Passu Noteholder or the Westchester
Controlling Subordinate Noteholder in accordance with this Section 7.01(c),
the Trustee shall obtain written confirmation from each Rating Agency that
such appointment will not result in an Adverse Rating Event or a Westchester
Related MBS Adverse Rating Event (such Rating Agency confirmation to be an
expense of the Westchester Controlling Subordinate Noteholder or the
Westchester Pari Passu Noteholder, as the case may be). Any replacement
special servicer appointed at the request of the Westchester Pari Passu
Noteholder or the Westchester Controlling Subordinate Noteholder in accordance
with this Section 7.01(c) shall be responsible for all duties, and shall be
entitled to all compensation, of the Special Servicer under this Agreement
with respect to the Westchester Loan Combination other than any compensation
and any other amounts accrued to or owing to the terminated Special Servicer.
If any replacement special servicer appointed at the request of the
Westchester Pari Passu Noteholder or the Westchester Controlling Subordinate
Noteholder in accordance with this Section 7.01(c) shall at any time resign or



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<PAGE>

be terminated, then the Holder or Holders (or, in the case of a Book-entry
Certificate, the Certificate Owner or Certificate Owners) of the Certificates
evidencing a majority of the Voting Rights allocated to the Controlling Class
shall be entitled, in accordance with Section 6.09 (or the Trustee shall be
required, in accordance with Section 7.02, if such Holder(s) or Certificate
Owner(s) fail to do so) to promptly appoint a substitute replacement special
servicer, which appointment shall not (as evidenced in writing by each Rating
Agency) result in an Adverse Rating Event or a Westchester Related MBS Adverse
Rating Event.

         If a replacement special servicer is appointed with respect to the
Westchester Loan Combination at the request of the Westchester Pari Passu
Noteholder or the Westchester Controlling Subordinate Noteholder in accordance
with this Section 7.01(c) (any such replacement special servicer, the
"Westchester Special Servicer"), with the result that there are multiple
parties acting as Special Servicer hereunder, then, unless the context clearly
requires otherwise: (i) when used in the context of imposing duties and
obligations on the Special Servicer hereunder or the performance of such
duties and obligations, the term "Special Servicer" shall mean the Westchester
Special Servicer, insofar as such duties and obligations relate to the
Westchester Loan Combination, and shall mean the General Special Servicer (as
defined below), in all other cases (provided that, in Section 3.13, Section
3.14 and Section 3.15, the term "Special Servicer" shall mean the Westchester
Special Servicer and the General Special Servicer); (ii) when used in the
context of identifying the recipient of any information, funds, documents,
instruments and/or other items, the term "Special Servicer" shall mean the
Westchester Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the Westchester Loan Combination, and
shall mean the General Special Servicer, in all other cases; (iii) when used
in the context of granting the Special Servicer the right to purchase Trust
Defaulted Mortgage Loans pursuant to Section 3.18, the term "Special Servicer"
shall mean the Westchester Special Servicer, if such Trust Defaulted Mortgage
Loan is part of the Westchester Loan Combination, and shall mean the General
Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Trust Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer
only; (v) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities
hereunder, the term "Special Servicer" shall mean both the Westchester Special
Servicer and the General Special Servicer; and (vi) when used in the context
of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the Westchester Special Servicer or the General Special
Servicer, as applicable. References in this Section 7.01(c) to "General
Special Servicer" means the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of the
Westchester Loan Combination if a Westchester Special Servicer has been
appointed in respect thereof).

         In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of the Westchester Controlling Subordinate
Noteholder under this Section 7.01(c).




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<PAGE>

         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 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 Westchester 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,




                                    -234-
<PAGE>

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.

         SECTION 7.04.  Waiver of Events of Default.

         Subject to Section 7.01(c), 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), (xi) or (xii) of
Section 7.01(a) may be waived only by all of the Certificateholders of the
affected Classes. Upon any such waiver of an Event of Default, subject to
Section 7.01(c), 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




                                    -235-
<PAGE>

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.



                                    -236-
<PAGE>

                                 ARTICLE VIII

                            CONCERNING THE TRUSTEE

         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



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     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, request, consent, order, approval, bond or other paper or
     document, unless requested in writing to




                                    -238-
<PAGE>

     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 or 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 any 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 Servicer, as the case may be, and neither
the Trustee nor any Fiscal Agent assumes any responsibility for their
correctness. Except as set forth in Section 8.15, the Trustee makes no




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<PAGE>

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 any 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 any 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, any Fiscal Agent or any agent of the Trustee or any
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 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



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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 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



                                    -241-
<PAGE>

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 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.



                                    -242-
<PAGE>

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.

         (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




                                    -243-
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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 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,



                                    -244-
<PAGE>

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 Wells Fargo Bank, N.A. is removed as Trustee, then it
shall be terminated as Authenticating Agent. If the Authenticating Agent
(other than Wells Fargo Bank, N.A.) 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 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



                                    -245-
<PAGE>

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 Wells Fargo Bank, N.A.
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.

         (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



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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 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.




                                    -247-
<PAGE>

         (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) The Trustee is a "Qualified Trustee" under each 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 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



                                    -248-
<PAGE>

          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).

         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.



                                    -249-
<PAGE>


         (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 Westchester 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 will be substantially similar to 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, interests
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 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



                                    -250-
<PAGE>

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;

             (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



                                    -251-
<PAGE>

               (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 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.




                                    -252-
<PAGE>

         (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.  Appointment of Fiscal Agent.

         (a) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any 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 either Rating Agency, such
lower rating as will not result in an Adverse Rating Event (as confirmed in
writing to the Trustee and the Depositor by such Rating Agency)). Any Person
so appointed by the Trustee pursuant to this Section 8.18(a) shall become the
Fiscal Agent on the date as of which the Trustee and the Depositor have
received: (i) if the long-term unsecured debt of the designated Person is not
rated at least "Aa3" by Moody's and "AA-" by S&P, written confirmation from
each Rating Agency that the appointment of such designated Person will not
result in an Adverse Rating Event; (ii) a written agreement whereby the
designated Person is appointed as, and agrees to assume and perform the duties
of, Fiscal Agent hereunder, executed by such designated Person and the Trustee
(such agreement, the "Fiscal Agent Agreement"); and (iii) an opinion of
counsel (which shall be paid for by the designated Person or the Trustee)
substantially to the effect that (A) the appointment of the designated Person
to serve as Fiscal Agent is in compliance with this Section 8.18, (B) the
designated Person is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (C) the related Fiscal
Agent Agreement has been duly authorized, executed and delivered by the
designated Person and (D) upon execution and delivery of the related Fiscal
Agent Agreement, the designated Person shall be bound by the terms of this
Agreement and,



                                    -253-
<PAGE>

subject to customary bankruptcy and insolvency exceptions and customary equity
exceptions, that this Agreement shall be enforceable against the designated
Person in accordance with its terms. Any Person that acts as Fiscal Agent
shall, for so long as it so acts, be deemed a party to this Agreement for all
purposes hereof. Pursuant to the related Fiscal Agent Agreement, each Fiscal
Agent, if any, shall make representations and warranties with respect to
itself that are comparable to those made by the Trustee pursuant to Section
8.15(a).

         (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, a
Fiscal Agent (if one has been appointed by the Trustee) shall make such
Advance when and as required by the terms of this Agreement on behalf the
Trustee as if such Fiscal Agent were the Trustee hereunder. To the extent that
a Fiscal Agent (if one has been appointed by the Trustee) makes an Advance
pursuant to this Section 8.18 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance
shall be satisfied.

         (c) Notwithstanding anything contained in this Agreement to the
contrary, any 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 a Fiscal Agent
(other than interest owed to such Fiscal Agent in respect of unreimbursed
Advances) incurred by such Fiscal Agent in connection with the transactions
contemplated by this Agreement 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 a 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. A Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the
eligibility requirements of Section 8.06; provided that a 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 Section 8.18(a)
shall belong to the successor Trustee insofar as such appointment is necessary
for such successor Trustee to satisfy the eligibility requirements of Section
8.06).

         (e) The Trustee shall promptly notify the other parties hereto and
the Certificateholders in writing of the appointment, resignation or removal
of a Fiscal Agent.



                                    -254-
<PAGE>

                                  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, any 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 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, any 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 election to purchase all of the
Trust Mortgage Loans and each REO Property (or, in the case of a Loan



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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 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.

         Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, 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 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
any 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



                                    -256-
<PAGE>

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, 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 (exclusive of the Class Z Certificates) by the Certificateholders
on the final Distribution Date, the Trustee shall distribute to each such
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the
Class of Certificates so presented and surrendered. Amounts on deposit in the
Distribution Account as of the final Distribution Date, exclusive of any
portion thereof that would be payable to any Person in accordance with clauses
(ii) through (vii) and (ix) of Section 3.05(b), but including any portion
thereof that represents Prepayment Premiums and Yield Maintenance Charges,
shall be (i) deemed distributed in respect of the REMIC I Regular Interests in
accordance with Section 4.01(h) and/or Section 4.01(b), as applicable, and
(ii) actually distributed with respect to the REMIC II Certificates and/or the
Class R-I Certificates, as applicable, in the order of priority set forth in
Section 4.01(a) and/or Section 4.01(b), as applicable, in each case, to the
extent of remaining available funds.

         On or after the final Distribution Date, upon presentation and
surrender of the Class Z Certificates, the Trustee shall distribute to the
Class Z Certificateholders any amount then on deposit in the Additional
Interest Account.

         Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given




                                    -257-
<PAGE>

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 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, 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, as applicable, for cash; and

             (iii) at the time of the making of the final payment on the
          Certificates, the Trustee shall distribute or credit, or cause to be
          distributed or credited, to the Certificateholders in accordance
          with Section 9.01 all cash on hand (other than cash retained to meet
          claims), and each of REMIC I and REMIC II shall terminate at that
          time.

         (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for
each of REMIC I and REMIC II, which authorization shall be binding upon all
successor Certificateholders.



                                    -258-
<PAGE>

                                  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 and the Regular Certificates are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I and REMIC II, respectively. The Class R-I
Certificates and the Class R-II Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in REMIC I and REMIC II, respectively. None of the Master
Servicer, the Special Servicer, the Trustee shall (to the extent within its
control) permit the creation of any other "interests" in REMIC I and REMIC II
(within the meaning of Treasury regulation Section 1.860D-1(b)(1)).

         (c) The Closing Date is hereby designated as the "startup day" of
REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code. The
"latest possible maturity date" of (i) the REMIC I Regular Interests and the
Regular Certificates (other than the Class XP Certificates) shall be the Rated
Final Distribution Date, the Distribution Date following the latest maturity
of any Trust Mortgage Loan and (ii) the Class XP Certificates is the
Distribution Date in June 2013.

         (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
of REMIC I and REMIC II, and shall act on behalf of the related REMIC in
relation to any tax matter or controversy and shall represent the related
REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority; provided that the REMIC
Administrator is hereby irrevocably appointed to act and shall act as agent
and attorney-in-fact for the Tax Matters Person for each of REMIC I and REMIC
II in the performance of its duties as such.

         (e) Except as otherwise provided in Section 3.17(a) and subsections
(i) and (j) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to each of REMIC I and REMIC II (but not including any professional
fees or expenses related to audits or any administrative or judicial
proceedings with respect to the Trust Fund that involve the Internal Revenue
Service or state tax authorities, which extraordinary expenses shall be
payable or reimbursable to the Trustee from the Trust Fund unless otherwise
provided in Section 10.01(h) or 10.01(i)).

         (f) Within 30 days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for each of REMIC I and REMIC II
by preparing and filing Internal Revenue Service Forms SS-4 and shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (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



                                    -259-
<PAGE>

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 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




                                    -260-
<PAGE>

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 Z and Grantor Trust E 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 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.



                                    -261-
<PAGE>

         (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.

         (a) The REMIC Administrator shall treat each of Grantor Trust Z and
Grantor Trust E for tax return preparation purposes, as a "grantor trust"
under the Code and shall treat (i) 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, and (ii) the Excess Servicing Strip as separate assets of Grantor Trust E,
and in each case not of REMIC I or REMIC II, as permitted by Treasury
Regulations Section 1.860G-2(i)(1). 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.

         (b) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with
respect to Grantor Trust Z and Grantor Trust E (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)).



                                    -262-
<PAGE>

         (c) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of Grantor Trust Z and
Grantor Trust E. 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 Z
and Grantor Trust E 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.

         (d) The REMIC Administrator shall furnish or cause to be furnished to
(i) the Class Z Certificateholders, and (ii) the holder of the Excess
Servicing Strip, 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 Z or Grantor Trust E, as the case may be, as may be required
under the Code, and shall perform on behalf of Grantor Trust Z and Grantor
Trust E all reporting and other tax compliance duties that are required in
respect thereof under the Code, the Grantor Trust Provisions or other
compliance guidance issued by the Internal Revenue Service or any state or
local taxing authority.

         (e) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of Grantor Trust Z and Grantor Trust E as a
"grantor trust" under the Grantor Trust Provisions (and the Trustee, the
Master Servicer and the Special Servicer shall assist the REMIC Administrator
to the extent reasonably requested by the REMIC Administrator and to the
extent of information within the Trustee's, the Master Servicer's or the
Special Servicer's possession or control). None of the REMIC Administrator,
Master Servicer, the Special Servicer or the Trustee shall knowingly take (or
cause either of Grantor Trust Z or Grantor Trust E 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 either of Grantor Trust Z or Grantor
Trust E 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 either of Grantor Trust Z
or Grantor Trust E 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




                                    -263-
<PAGE>

Fund, the REMIC Administrator or the Trustee. Under no circumstances may the
REMIC Administrator vary the assets of either of Grantor Trust Z or Grantor
Trust E 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 or the holder of the
Excess Servicing Strip, as the case may be.

         (f) If any tax is imposed on either of Grantor Trust Z and Grantor
Trust E, such tax, together with all incidental costs and expenses (including,
without limitation, penalties and reasonable attorneys' fees), shall be
charged to and paid by: (i) the 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 Z or Grantor Trust E, as
the case may be, in all other instances.




                                    -264-
<PAGE>

                                  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 any 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, or (viii) to otherwise modify or delete
existing provisions of this Agreement; provided that no such amendment hereof
that is covered solely by clause (iii) or (viii) 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 adversely
affect (other than in a de minimis respect) the interests of any 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 (viii) above may significantly change the activities of the Trust.



                                    -265-
<PAGE>

         (b) This Agreement may also be amended from time to time by the
agreement of the Master Servicer, the Special Servicer, the Trustee and any
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 (other than in a de minimis
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 Z or Grantor Trust E or cause either of REMIC I or REMIC II
to fail to qualify as a REMIC or either of Grantor Trust Z or Grantor Trust E
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 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 consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing



                                    -266-
<PAGE>

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 any 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) 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.

         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



                                    -267-
<PAGE>

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.

         This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

         SECTION 11.05.  Notices.

         Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given when delivered to:

          (i) in the case of the Depositor, Merrill Lynch Mortgage Investors,
     Inc., 4 World Financial Center, 10th Floor, 250 Vesey Street, New York,
     New York 10080, Attention: Michael M. McGovern, Director, facsimile
     number: (212) 449-0265;

          (ii) in the case of the Master Servicer and the Special Servicer,
     Midland Loan Services, Inc., 10851 Mastin, Suite 300, Overland Park,
     Kansas 66210 (for deliveries), and P.O. Box 25965, Shawnee Mission,
     Kansas 66225-5965 (for communications by United States mail), Attention:
     President, facsimile number: (913) 253-9001;

          (iii) in the case of the Trustee, Wells Fargo Bank, N.A., 9062 Old
     Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
     Services, Merrill Lynch Mortgage Trust 2005-MCP1, facsimile number: (410)
     715-2380;



                                    -268-
<PAGE>

          (iv) 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-MCP1, Commercial Mortgage Pass-Through Certificates, Series
          2005-MCP1, 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-MCP1, Commercial Mortgage
          Pass-Through Certificates, Series 2005-MCP1, facsimile number: (818)
          225-4032;

               (C) PNC Capital Markets, Inc., One PNC Plaza, 249 Fifth Avenue,
          Pittsburgh, Pennsylvania 15222, Attention: Craig Grenci, Re: Merrill
          Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
          Certificates, Series 2005-MCP1, facsimile number: (412) 762-9124,
          with a copy to Leonard Ferleger, facsimile number: (412) 705-2148;
          and

               (D) Wachovia Capital Markets, LLC, 301 South College Street,
          Charlotte, North Carolina 28288-1075, Attention: Mr. William J.
          Cohane, facsimile number: (704) 383-7639;

          (v) in the case of the Rating Agencies,

               (A) Standard & Poor's Ratings Services, 55 Water Street, New
          York, New York 10041-0003, Attention: CMBS Surveillance Group,
          facsimile number: (212) 438-2662; and

               (B) Moody's Investors Service, Inc., 99 Church Street, New
          York, New York 10007, Attention: Commercial Mortgage Surveillance,
          facsimile number: (212) 553-4392;

          (vi) in the case of the initial Controlling Class Representative,
     Anthracite Capital, Inc., 40 East 52nd Street, New York, New York 10022,
     Attention: Frank Pomar or John Sullivan, facsimile number: (212)
     810-8758;

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.



                                    -269-
<PAGE>

         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.

         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. 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.



                                    -270-
<PAGE>

         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;

             (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 4.03(c) or 3.08.



                                    -271-
<PAGE>

         (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.

         (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.





                                    -272-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.



                                    MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor


                                    By:  /s/ George H. Kok
                                       ----------------------------------------
                                    Name:  George H. Kok
                                    Title: Vice President



                                    MIDLAND LOAN SERVICES, INC.
                                    Master Servicer and Special Servicer


                                    By:  /s/ Lawrence D. Ashley
                                       ----------------------------------------
                                    Name: Lawrence D. Ashley
                                    Title: Senior Vice President



                                    WELLS FARGO BANK, N.A.
                                    Trustee


                                    By:  /s/ Deborah Daniels
                                         --------------------------------------
                                    Name:  Deborah Daniels
                                    Title:  Vice President





                       Pooling and Servicing Agreement


<PAGE>

STATE OF NEW YORK            )
                             )  ss.:
COUNTY OF NEW YORK           )



         On the 22nd day of June 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
<PAGE>


STATE OF KANSAS        )
                       )  ss.:
COUNTY OF JOHNSON      )



         On the 22nd day of June 2005, before me, a notary public in and for
said State, personally appeared Lawrence D. Ashley, known to me to be a Senior
Vice President of MIDLAND LOAN SERVICES, 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/ Joyce Mayo
                        ------------------------------------------------
                                        Notary Public


[Notarial Seal]


                       Pooling and Servicing Agreement
<PAGE>

STATE OF NEW YORK        )
                         )  ss.:
COUNTY OF KINGS          )




         On the 22nd day of June 2005, before me, a notary public in and for
said State, personally appeared Deborah Daniels, known to me to be a Vice
President of WELLS FARGO BANK, N.A., 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/ Janet M. Jolley
                 ----------------------------------------------------------
                                         Notary Public


[Notarial Seal]






                       Pooling and Servicing Agreement



<PAGE>
                                  EXHIBIT A-1

         FORM OF CLASS A-1, A-2, A-3, A-SB, A-4 AND A-1A CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
 CLASS [A-1] [A-2] [A-3][A-SB] [A-4] [A-1A] COMMERCIAL MORTGAGE PASS-THROUGH
                        CERTIFICATE, SERIES 2005-MCP1

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
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                          <C>
Pass-Through Rate: [___% per annum] [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 [A-1] [A-2] [A-3]
June 1, 2005                                                 [A-SB] [A-4] [A-1A] Certificates as of the Closing Date:
                                                             $______________


Closing Date:  June 29, 2005                                 Aggregate unpaid principal balance of the Mortgage Pool as of
                                                             the Cut-off Date, after deducting payments of principal due
First Distribution Date:  July 12, 2005                      on or before such date (the "Initial Pool Balance"):  $1,737,992,952

Master Servicer:  Midland Loan Services, Inc.                Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.


Certificate No.  [A-1] [A-2] [A-3] [A-SB] [A-4] [A-1A]       CUSIP No.:  59022H _____

</TABLE>


                                    A-1-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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 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




                                    A-1-2
<PAGE>

the Agreement), Midland Loan Services, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement) and
as special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and Wells Fargo Bank, N.A., as trustee (the
"Trustee", 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 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



                                    A-1-3
<PAGE>

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 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



                                    A-1-4
<PAGE>

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-2, Class
A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-1-5
<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                               WELLS FARGO BANK, N.A.,
                               as Trustee



                               By:
                                  -------------------------------------------
                                  Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class [A-1] [A-2] [A-3] [A-SB] [A-4] [A-1A]
Certificates referred to in the within-mentioned Agreement.

Dated:  June 29, 2005


                               WELLS FARGO BANK, N.A.,
                               as Certificate Registrar



                               By:
                                  -----------------------------------------
                                  Authorized Representative






                                    A-1-6
<PAGE>

                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-1-7
<PAGE>

                                  EXHIBIT A-2

                         FORM OF CLASS XP CERTIFICATE


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
            CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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 multifamily, commercial and manufactured
housing mortgage loans (the "Mortgage Loans"), such pool being formed and sold
by
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                              <C>
Pass-Through Rate:  Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $____________________

Date of Pooling and Servicing Agreement:                         Original Class XP Notional Amount of all the Class XP
June 1, 2005                                                     Certificates as of the Closing Date:  $____________


Closing Date:  June 29, 2005                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date: July 12, 2005                           due on or before such date (the "Initial Pool Balance"):
                                                                 $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.                    Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No.  XP-___                                          CUSIP No.:  59022H _____


</TABLE>


                                    A-2-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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 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



                                    A-2-2
<PAGE>

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), Midland Loan Services, Inc., as
master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement) and as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), and Wells Fargo
Bank, N.A., as trustee (the "Trustee", 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.


         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



                                    A-2-3
<PAGE>

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 agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any such agent shall be
affected by notice to the contrary.


         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;



                                    A-2-4
<PAGE>

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-2, Class
A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-2-5
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                     WELLS FARGO BANK, N.A.,
                                     as Trustee



                                     By:
                                        -----------------------------------
                                        Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

Dated:  June 29, 2005


                                     WELLS FARGO BANK, N.A.,
                                     as Certificate Registrar



                                     By:
                                        --------------------------------------
                                        Authorized Representative






                                    A-2-6
<PAGE>


                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-2-7
<PAGE>

                                  EXHIBIT A-3

                         FORM OF CLASS XC CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
            CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                              <C>
Pass-Through Rate:  Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $__________________

Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class XC  Certificates as
June 1, 2005                                                     of the Closing Date:
                                                                 $__________________


Closing Date:  June 29, 2005                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date:  July 12, 2005                          due on or before such date (the "Initial Pool Balance"):
                                                                 $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.                    Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No.  XC -                                            CUSIP No.:  59022H _____

</TABLE>



                                    A-3-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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 CERTIFICATE
PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS
OF PRINCIPAL. THE HOLDER HEREOF WILL BE



                                    A-3-2
<PAGE>

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), Midland Loan Services, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement) and
as special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and Wells Fargo Bank, N.A., as trustee (the
"Trustee", 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



                                    A-3-3
<PAGE>

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 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.



                                    A-3-4
<PAGE>

         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.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
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 Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the third preceding paragraph, (ii) a certification from such
Certificate Owner to the effect that it is the lawful owner of the beneficial
interest being transferred and (iii) 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 Rule 144A Global Certificate. Upon
delivery to the Certificate Registrar of such certifications and/or opinions
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 subject Rule 144A Global Certificate by the denomination
of the transferred interests in such Rule 144A Global Certificate, and shall
cause a Definitive Certificate of the same Class as such Rule 144A Global
Certificate, and in a denomination equal to the reduction in the denomination
of such Rule 144A 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
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,



                                    A-3-5
<PAGE>

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, 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.



                                    A-3-6
<PAGE>

         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-2, Class
A-3, Class A-SB, Class A-4, 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



                                    A-3-7
<PAGE>

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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-3-8
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   WELLS FARGO BANK, N.A.,
                                   as Trustee



                                   By:
                                      --------------------------------------
                                      Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class XC Certificates referred to in the
within-mentioned Agreement.

Dated:  June 29, 2005


                                   WELLS FARGO BANK, N.A.,
                                   as Certificate Registrar



                                   By:
                                      -------------------------------------
                                      Authorized Representative






                                    A-3-9
<PAGE>

                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-3-10
<PAGE>

                                  EXHIBIT A-4

                 FORM OF CLASS AM, AJ, B, C AND D CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
   CLASS [AM] [AJ] [B] [C] [D] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                              <C>
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 [AM] [AJ] [B] [C]
June 1, 2005                                                     [D] Certificates as of the Closing Date:
                                                                 $_____________


Closing Date:  June 29, 2005                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date:  July 12, 2005                          due on or before such date (the "Initial Pool Balance"):
                                                                 $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.                    Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No. [AM] [AJ] [B] [C] [D] -___                       CUSIP No.:  59022H _____


</TABLE>




                                    A-4-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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.


         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)




                                    A-4-2
<PAGE>

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), Midland Loan Services, Inc., as
master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement) and as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), and Wells Fargo
Bank, N.A., as trustee (the "Trustee", 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 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.



                                    A-4-3
<PAGE>


         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the 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 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-4-4
<PAGE>

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-2, Class A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-4-5
<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.,
                                    as Trustee



                                    By:
                                       ---------------------------------
                                       Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class [AM] [AJ] [B] [C] [D] Certificates referred
to in the within-mentioned Agreement.

Dated:  June 29, 2005


                                    WELLS FARGO BANK, N.A.,
                                    as Certificate Registrar



                                    By:
                                       ----------------------------------
                                       Authorized Representative






                                    A-4-6
<PAGE>

                                  ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-4-7
<PAGE>

                                  EXHIBIT A-5

                   FORM OF CLASS E, F, G AND H CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
      CLASS [E] [F] [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                             <C>
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 [E] [F] [G] [H]
June 1, 2005                                                    Certificates as of the Closing Date:
                                                                $______________


Closing Date:  June 29, 2005                                    Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
First Distribution Date:  July 12, 2005                         due on or before such date (the "Initial Pool Balance"):
                                                                $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.                   Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No. [E] [F] [G] [H]-___                             CUSIP No.:  59022H _____


</TABLE>


                                    A-5-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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.



                                    A-5-2
<PAGE>

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), Midland Loan Services, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement) and
as special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and Wells Fargo Bank, N.A., as trustee (the
"Trustee", 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 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.



                                    A-5-3
<PAGE>

         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 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




                                    A-5-4
<PAGE>

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.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
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 Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the third preceding paragraph, (ii) a certification from such
Certificate Owner to the effect that it is the lawful owner of the beneficial
interest being transferred and (iii) 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 Rule 144A Global Certificate. Upon
delivery to the Certificate Registrar of such certifications and/or opinions
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 subject Rule 144A Global Certificate by the denomination
of the transferred interests in such Rule 144A Global Certificate, and shall
cause a Definitive Certificate of the same Class as such Rule 144A Global
Certificate, and in a denomination equal to the reduction in the denomination
of such Rule 144A 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,



                                    A-5-5
<PAGE>

Countrywide Securities Corporation, the Trustee, 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, 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



                                    A-5-6
<PAGE>

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 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,




                                    A-5-7
<PAGE>

following the date on which the total principal balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-5-8
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.,
                                    as Trustee



                                    By:
                                       ------------------------------------
                                       Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class [E] [F] [G] [H] Certificates referred to in
the within-mentioned Agreement.

Dated:  June 29, 2005


                                    WELLS FARGO BANK, N.A.,
                                    as Certificate Registrar



                                    By:
                                       -----------------------------------
                                       Authorized Representative






                                    A-5-9
<PAGE>

                                  ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-5-10
<PAGE>

                                  EXHIBIT A-6

               FORM OF CLASS J, K, L, M, N, P AND Q CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
      CLASS [J] [K] [L] [M] [N] [P] [Q] COMMERCIAL MORTGAGE PASS-THROUGH
                                 CERTIFICATE,
                               SERIES 2005-MCP1

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

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                        <C>
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] [L] [M]
June 1, 2005                                               [N] [P] [Q] Certificates as of the Closing Date:
                                                           $________________


Closing Date:  June 29, 2005                               Aggregate unpaid principal balance of the Mortgage Pool as
                                                           of the Cut-off Date, after deducting payments of principal
First Distribution Date:  July 12, 2005                    due on or before such date (the "Initial Pool Balance"):
                                                           $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.              Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No. [J] [K] [L] [M] [N] [P] [Q]-___            CUSIP No.:  59022H _____


</TABLE>


                                    A-6-1
<PAGE>


[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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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.



                                    A-6-2
<PAGE>

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), Midland Loan Services, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement) and
as special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), and Wells Fargo Bank, N.A., as trustee (the
"Trustee", 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 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.



                                    A-6-3
<PAGE>

         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 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




                                    A-6-4
<PAGE>

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.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
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 Rule 144A Global Certificate upon delivery to the Certificate
Registrar and the Trustee of (i) such certifications and/or opinions as are
contemplated by the third preceding paragraph, (ii) a certification from such
Certificate Owner to the effect that it is the lawful owner of the beneficial
interest being transferred and (iii) 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 Rule 144A Global Certificate. Upon
delivery to the Certificate Registrar of such certifications and/or opinions
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 subject Rule 144A Global Certificate by the denomination
of the transferred interests in such Rule 144A Global Certificate, and shall
cause a Definitive Certificate of the same Class as such Rule 144A Global
Certificate, and in a denomination equal to the reduction in the denomination
of such Rule 144A 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,



                                    A-6-5
<PAGE>

Countrywide Securities Corporation, the Trustee, 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, 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



                                    A-6-6
<PAGE>

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 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,



                                    A-6-7
<PAGE>

following the date on which the total principal balance of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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-6-8
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.,
                                    as Trustee



                                    By:
                                       ------------------------------------
                                       Authorized Representative



                         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:  June 29, 2005


                                    WELLS FARGO BANK, N.A.,
                                    as Certificate Registrar



                                    By:
                                       ------------------------------------
                                       Authorized Representative






                                    A-6-9
<PAGE>


                                  ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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-6-10
<PAGE>

                                  EXHIBIT A-7

                    FORM OF CLASS R-I AND R-II CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
       CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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

<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                              <C>
Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
June 1, 2005                                                     related Class:  _____%


Closing Date:  June 29, 2005                                     Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
First Distribution Date:  July 12, 2005                          due on or before such date (the "Initial Pool Balance"):
                                                                 $1,737,992,952


Master Servicer:  Midland Loan Services, Inc.                    Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Midland Loan Services, Inc.

Certificate No.  [R-I] [R-II]-___                                CUSIP No.:  59022H _____


</TABLE>


                                    A-7-1
<PAGE>


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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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.


         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



                                    A-7-2
<PAGE>

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), Midland Loan Services, Inc., as
master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement) and as special servicer (the "Special Servicer",
which term includes any successor entity under the Agreement), and Wells Fargo
Bank, N.A., as trustee (the "Trustee", 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.


         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.



                                    A-7-3
<PAGE>

         As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new 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 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



                                    A-7-4
<PAGE>

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 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



                                    A-7-5
<PAGE>

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 (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



                                    A-7-6
<PAGE>

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
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




                                    A-7-7
<PAGE>

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-2, Class
A-3, Class A-SB, Class A-4, 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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.,
                                    as Trustee



                                    By:
                                        -------------------------------------
                                        Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class [R-I] [R-II] Certificates referred to in the
within-mentioned Agreement.

Dated:  June 29, 2005


                                   WELLS FARGO BANK, N.A.,
                                   as Certificate Registrar



                                   By:
                                      ---------------------------------------
                                      Authorized Representative






                                    A-7-9
<PAGE>


                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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
<PAGE>

                                  EXHIBIT A-8

                         FORM OF CLASS Z CERTIFICATES


                    MERRILL LYNCH MORTGAGE TRUST 2005-MCP1
             CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2005-MCP1

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
<TABLE>
<CAPTION>

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.

<S>                                                            <C>
Date of Pooling and Servicing Agreement:                       Percentage Interest evidenced by this Certificate in Class Z:
June 1, 2005                                                   ___%


Closing Date:  June 29, 2005                                   Aggregate unpaid principal balance of the Mortgage Pool as of
                                                               the Cut-off Date, after deducting payments of principal due on
First Distribution Date: July 12, 2005                         or before such date (the "Initial Pool Balance"):  $1,737,992,952

Master Servicer:  Midland Loan Services, Inc.                  Trustee:  Wells Fargo Bank, N.A.


Special Servicer:  Midland Loan Services, Inc.

Certificate No.  Z-___


</TABLE>


                                    A-8-1
<PAGE>


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., MIDLAND LOAN SERVICES, INC., WELLS FARGO BANK,
N.A. 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), Midland Loan Services, Inc., as master
servicer (the "Master Servicer", which term includes any successor entity
under the Agreement) and as special servicer (the "Special Servicer", which
term includes any successor entity under the Agreement), and Wells Fargo Bank,
N.A., as trustee (the "Trustee", 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.




                                    A-8-2
<PAGE>

         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.

         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.



                                    A-8-3
<PAGE>

         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 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 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



                                    A-8-4
<PAGE>

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 agents of any of them may treat the
Person in whose name this Certificate is registered as of the Record Date as
the owner hereof for purposes of 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 Majority 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
Majority 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-2, Class
A-3, Class A-SB, Class A-4, 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



                                    A-8-5
<PAGE>

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 and the Trustee 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 Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (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
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                   WELLS FARGO BANK, N.A.,
                                   as Trustee



                                   By:
                                      --------------------------------------
                                      Authorized Representative



                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class Z Certificates referred to in the
within-mentioned Agreement.

Dated:  June 29, 2005


                                   WELLS FARGO BANK, N.A.,
                                   as Certificate Registrar



                                   By:
                                      -------------------------------------
                                      Authorized Representative






                                    A-8-7
<PAGE>


                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto_________________________________________________
         _________________________________________________________________
         _________________________________________________________________
      (please print or typewrite name and address including postal zip code
      of assignee)

the beneficial ownership interest in the Trust 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
<PAGE>


                                   EXHIBIT B

                            MORTGAGE LOAN SCHEDULE




<PAGE>


<TABLE>
<CAPTION>

                                                         Mortgage
                                                         Loan
Loan #    Property Name                                  Seller       Property Type           Address

<S>       <C>                                            <C>          <C>                     <C>
1         The Westchester                                MLML         Retail                  125 Westchester Avenue
2         711 Third Avenue                               MLML         Office                  711 Third Avenue
3         Queen Ka'ahumanu Center                        MLML         Retail                  275 West Ka'ahumanu Avenue
4         ACP Woodland Park I                            CRF          Office                  Various
4.01      Plaza Ridge II                                 CRF          Office                  2250 Corporate Park Drive
4.02      South Pointe II                                CRF          Office                  2300 Corporate Park Drive
4.03      South Pointe I                                 CRF          Office                  2350 Corporate Park Drive
5         U-Haul Self Storage Portfolio I                MLML         Self Storage            Various
5.01      U-Haul Center Nanuet                           MLML         Self Storage            170  1st Street
5.02      U-Haul Mission Ave                             MLML         Self Storage            950 West Mission Avenue
5.03      U-Haul Center Fairbanks                        MLML         Self Storage            209 College Road
5.04      U-Haul Ctr El Cajon                            MLML         Self Storage            1186 East Main Street
5.05      U-Haul Ctr Lakewood                            MLML         Self Storage            5880 Paramount Boulevard
5.06      U-Haul Rolling Acres                           MLML         Self Storage            1570 V. Odom Boulevard
5.07      U-Haul West Maple                              MLML         Self Storage            8920 Maple Street
5.08      U-Haul Center Midlothian                       MLML         Self Storage            6101 Midlothian Turnpike
5.09      U-Haul Ctr Blaine                              MLML         Self Storage            9890 Highway 65 NE
5.10      U-Haul Center Bragg Blvd                       MLML         Self Storage            5400 Bragg Boulevard
5.11      U-Haul Ct Hillsboro                            MLML         Self Storage            2380 NE Cornell Road
5.12      U-Haul Park Forest                             MLML         Self Storage            2210 Western Avenue
5.13      U-Haul Ct Good Hope                            MLML         Self Storage            5701 West Good Hope Road
5.14      U-Haul Waterford                               MLML         Self Storage            3760 Elizabeth Lake Road
5.15      U-Haul Ctr Ridge Rd                            MLML         Self Storage            1875 Ridge Road East
5.16      U-Haul Center Of Elizabeth                     MLML         Self Storage            1000 Sherman Avenue
5.17      U-Haul Stevenson Drive                         MLML         Self Storage            1032 Stevenson Drive
5.18      U-Haul Center Watertown                        MLML         Self Storage            19153 US Route 11
5.19      U-Haul Ctr Main St                             MLML         Self Storage            1145 Main Street
5.20      U-Haul Schererville                            MLML         Self Storage            1861 US Route 41
5.21      U-Haul Noland I-70                             MLML         Self Storage            4312 South Noland Road
5.22      U-Haul Berrien                                 MLML         Self Storage            1529 M 139 Highway
5.23      U-Haul Center Of 64 East                       MLML         Self Storage            4720 New Bern Avenue
5.24      U-Haul Little Creek                            MLML         Self Storage            7448 North Military Highway
5.25      U-Haul Center Waukegan                         MLML         Self Storage            1735 North Lewis Avenue
5.26      U-Haul University                              MLML         Self Storage            7270 Olive Street Road
5.27      U-Haul Ct Genesee                              MLML         Self Storage            1400 Genesee Street
5.28      U-Haul Academy Blvd                            MLML         Self Storage            1227 North Academy Boulevard
5.29      U-Haul Ctr Tustin                              MLML         Self Storage            1431 El Camino Real
5.30      U-Haul Ct Main St                              MLML         Self Storage            1748 Main Street
5.31      U-Haul Circle City                             MLML         Self Storage            314 East 6th Street
5.32      U-Haul Ctr Troy                                MLML         Self Storage            1250 West Maple
5.33      U-Haul Keystone Pla                            MLML         Self Storage            5251 North Keystone Avenue
5.34      U-Haul Greenfield                              MLML         Self Storage            924 South 108th Street
5.35      U-Haul Frenchtown                              MLML         Self Storage            1649 North Telegraph Road
5.36      U-Haul Transit Road                            MLML         Self Storage            6161 Transit Road
5.37      U-Haul Mayfield Rd                             MLML         Self Storage            3211 Mayfield Road
5.38      U-Haul Eastview                                MLML         Self Storage            8045 Pittsford Victor
5.39      U-Haul Niagara Fall                            MLML         Self Storage            2485 Military Road
5.40      U-Haul Ctr Cache Rd                            MLML         Self Storage            1102 NW Cache Road
5.41      U-Haul Ctr Midway                              MLML         Self Storage            4705 West 47th Street
5.42      U-Haul Shadeland Av                            MLML         Self Storage            2701 North Shadeland Avenue
5.43      U-Haul Ctr Columbia                            MLML         Self Storage            800 Business Loop 70 West
5.44      U-Haul Ctr of Rome                             MLML         Self Storage            244 Erie Boulevard East
5.45      U-Haul Ctr Baseline                            MLML         Self Storage            1198 East Base Line Street
5.46      U-Haul Ct Of Auburn                            MLML         Self Storage            917 Auburn Way South
5.47      U-Haul Center N Freeway                        MLML         Self Storage            4030 North Freeway Road
5.48      U-Haul Ct Queen Cty                            MLML         Self Storage            334 North Frontage Road
5.49      U-Haul Ctr Anmoore                             MLML         Self Storage            RR 2 Box 484
5.50      U-Haul Center Janesville                       MLML         Self Storage            1900 East Milwaukee Street
5.51      U-Haul Ctr Fairview                            MLML         Self Storage            13042 Fairview Avenue
5.52      U-Haul Center La Crosse                        MLML         Self Storage            2134 Rose Street
5.53      U-Haul Ct Roswell                              MLML         Self Storage            1309 South Virginia Avenue
5.54      U-Haul Crossroads                              MLML         Self Storage            6027 South High Avenue
6         HSA Industrial Portfolio I                     CRF          Industrial              Various
6.01      EGL Eagle Global Logistics                     CRF          Industrial              2727 London-Groveport Road
6.02      Kellogg Sales Company Buildings                CRF          Industrial              2771-2779 and 2781 Westbelt Drive
6.03      The Gap, Inc. Building                         CRF          Industrial              2700 Earhart Court
6.04      Eagle USA Airfreight, Inc.                     CRF          Industrial              6700 Port Road
6.05      MBM Foods Building                             CRF          Industrial              4300 Diplomacy Drive
6.06      Hammacher Schlemmer & Co.                      CRF          Industrial              9180 LeSaint Drive
6.07      Sears Logistics Services, Inc.                 CRF          Industrial              1727 Georgesville Road
6.08      Georgesville Commerce Center Building          CRF          Industrial              1715 Georgesville Road
6.09      Sears Logistics Services, Inc.                 CRF          Industrial              1615 Georgesville Road
7         Norfolk Waterside Marriott                     MLML         Hospitality             235 East Main Street
8         Prium Office Portfolio II                      MLML         Office                  Various
8.01      Lacey DSHS                                     MLML         Office                  640 Woodland Square Loop SE
8.02      Lacey Revenue                                  MLML         Office                  4565 7th Avenue SE
8.03      Capitol Building                               MLML         Office                  5000 Capitol Boulevard SE
8.04      Attorney General Building                      MLML         Office                  629 Woodland Square Loop SE
8.05      Wenatchee II                                   MLML         Office                  805 South Mission Street
8.06      Moses Lake Building                            MLML         Office                  1620 South Pioneer Way
8.07      Department of Corrections                      MLML         Office                  637 Woodland Square Loop SE
8.08      Seattle West                                   MLML         Office                  8830 25th Avenue SW
8.09      Wenatchee I                                    MLML         Office                  215 Bridge Street
8.10      Chehalis Building                              MLML         Office                  2025 NE Kresky Avenue
8.11      Department of Licensing                        MLML         Office                  645 Woodland Square Loop SE
9         The Mansions at Canyon Springs                 PNC          Multifamily             24245 Wilderness Oak
          Country Club Apartments
10        Webster Place Shopping Center                  CRF          Retail                  1435 - 1471 West Webster Avenue
11        Tharaldson Portfolio IIB                       CRF          Hospitality             Various
11.01     Homewood Suites by Hilton - Grapevine          CRF          Hospitality             2214 Grapevine Mills Circle
11.02     Residence Inn by Marriott - Houston            CRF          Hospitality             655 North Sam Houston Pkwy
11.03     Courtyard by Marriott - Houston                CRF          Hospitality             16500 Hedgecroft Drive
11.04     Hampton Inn - Rancho Cordova                   CRF          Hospitality             10755 Gold Center Drive
11.05     Niles Fairfield Inn - Warren                   CRF          Hospitality             1860 Niles-Cortland Road SE
11.06     Residence Inn by Marriott - Independence       CRF          Hospitality             3700 South Arrowhead Avenue
11.07     Residence Inn by Marriott -                    CRF          Hospitality             295 Knollwood Drive
          Bloomingdale
11.08     Courtyard by Marriot - Bloomingdale            CRF          Hospitality             275 Knollwood Drive
11.09     Fairfield Inn and Suites - Kansas City         CRF          Hospitality             4231 North Corrington Avenue
11.10     Fairfield Inn by Marriott - Independence       CRF          Hospitality             18700 East 37th Terrace
12        The Villas of Sage Creek Apartments            PNC          Multifamily             12820 North Lamar Boulevard
13        Murrieta Town Center                           PNC          Retail                  40469-40485 Murrieta Hot Springs Road
                                                                                              & 39825-39875 Alta Murrieta Drive
14        West Valley Medical                            CRF          Office                  5353,5359,5363 Balboa Boulevard
15        Forest Lake Estates                            MLML         Manufactured Housing    6429 Forest Lake Drive
16        Tharaldson Portfolio IIA                       CRF          Hospitality             Various
16.01     Fairfield Inn by Marriott - Roseville          CRF          Hospitality             3045 Centre Pointe Drive
16.02     Homewood Suites by Hilton - Dallas             CRF          Hospitality             9169 Markville Drive
16.03     Hampton Inn - Shawnee                          CRF          Hospitality             4851 North Kickapoo Street
16.04     Fairfield Inn - Cheyenne                       CRF          Hospitality             1415 Stillwater Avenue
16.05     Springhill Suites by Marriott - Phoenix        CRF          Hospitality             9425 North Black Canyon Highway
16.06     Fairfield Inn and Suites - Naperville          CRF          Hospitality             1847 West Diehl Road
16.07     Hawthorne Suites - Naperville                  CRF          Hospitality             1843 West Diehl Road
16.08     TownePlace Suites - Phoenix                    CRF          Hospitality             9425 North Black Canyon Highway
16.09     Fairfield Inn - Racine                         CRF          Hospitality             6421 Washington Avenue
16.10     Sleep Inn - Missoula                           CRF          Hospitality             3425 Dore Lane
16.11     Leased Fee Interest - Bloomingdale             CRF          Hospitality             275 Knollwood Drive
          Courtyard
16.12     Leased Fee Interest - Bloomingdale             CRF          Hospitality             295 Knollwood Drive
          Residence Inn
16.13     Leased Fee Interest - Kansas City              CRF          Hospitality             4231 North Corrington Avenue
          Fairfield Inn
17        Penney's Plaza                                 MLML         Retail                  5516-96 Springdale Avenue
18        Missouri Falls                                 MLML         Office                  645 East Missouri Avenue
19        Willow Creek Retail Center                     MLML         Retail                  42000 Ford Road
20        Barron's Gate at Woodbridge                    MLML         Multifamily             826 Rahway Avenue
21        Holy Cross Medical Center                      CRF          Office                  11550 Indian Hill Road
22        North Hills Shopping Center                    MLML         Retail                  16826 Devonshire Street
23        Hilton Garden Inn - Fairfax                    MLML         Hospitality             3950 Fair Ridge Drive
24        8501 West Higgins                              MLML         Office                  8501 West Higgins Road
25        Hilton Tampa Bay/North Redington               PNC          Hospitality             17120 Gulf Blvd
          Beach Resort
26        Maricopa Fiesta Shopping Center                MLML         Retail                  20928, 21104, 21116, 21164 North
                                                                                              John Wayne Parkway
27        First National Bank of Arizona                 CRF          Office                  17600 North Perimeter Drive
          Headquarters
28        Dulles Creek                                   CRF          Office                  13800 Coppermine Road
29        Tuscany at McCormick Ranch                     CRF          Multifamily             9000 East San Victor Drive
30        Home Depot                                     CRF          Retail                  740 West 182nd Street
31        River Drive Center 3                           PNC          Office                  611 River Drive
32        844 Front Street                               MLML         Retail                  844 Front Street
33        Briarcliff III Office Building                 PNC          Office                  4150 Mulberry Drive
34        Park N Go                                      MLML         Other                   790 Camp Meade Road
35        Northridge Service Center - NSC 10             PNC          Office                  19809 Prairie Street
36        Diamond Bar Village Center                     PNC          Retail                  23401-23499 Golden Springs and 325-379
                                                                                              Diamond Bar Boulevard
37        The Village at Schneithorst's                  MLML         Mixed Use               1600 South Lindbergh Boulevard
38        West Ridge Corporate Campus                    PNC          Office                  One Industrial Way West
39        Van Buren Plaza                                MLML         Retail                  5600-5750 Van Buren Boulevard
40        Serendipity                                    MLML         Manufactured Housing    29081 US Highway 19
41        Fiesta Mart - Austin                           PNC          Retail                  3909 Interstate 35 North
42        Big Curve Shopping Center                      MLML         Retail                  3101-3121 South 4th Avenue; 305-313
                                                                                              West Catalina Drive; 128-362
                                                                                              West 32nd Street; 100 East 32nd Street
43        Occidental Business Center                     MLML         Office                  9400, 9410, 9420 and 9430 Topanga
                                                                                              Canyon Boulevard
44        Holiday Inn Express - Hauppauge                MLML         Hospitality             2050 Express Drive South
45        Oceanside Retail Center                        PNC          Retail                  1702-1710 Oceanside Boulevard
46        Courtyards Apartments                          PNC          Multifamily             6748 East 91st Street
47        Yorba Canyon Center - Retail                   MLML         Retail                  21430-21560 Yorba Linda Boulevard
48        Hilton Garden Inn - Boca Raton                 MLML         Hospitality             8201 Congress Avenue
49        Aurora Square                                  MLML         Retail                  15725-913 Westminster Way North
50        Carmax Louisville Kentucky                     MLML         Retail                  9550 Bluegrass Parkway
51        Hilton Garden Inn - Miramar                    MLML         Hospitality             14501 Hotel Road
52        Arcadia Del Sol                                CRF          Multifamily             4127 East Indian School Road
53        Staybridge Suites - Bloomington                PNC          Hospitality             5150 American Boulevard West
54        Casa Grande Center                             CRF          Retail                  1322-1348 East Florence Boulevard
55        Boulder Palms Apartments                       CRF          Multifamily             4350 Boulder Highway
56        Dave and Buster's                              CRF          Retail                  2931 Camino Del Rio North
57        SONO at Marshall & North                       PNC          Mixed Use               1 and 13 Marshall Street and 71 and
          Main Streets                                                                        73 North Main Street
58        Plaza Del Mar                                  MLML         Retail                  1515 North Federal Highway
59        316 Courtland Avenue                           CRF          Industrial              316 Courtland Avenue
60        San Pedro Medical Center                       CRF          Office                  1360 West Sixth Street
61        Decatur Twain Shopping Center                  MLML         Retail                  3650 South Decatur Boulevard
62        Halekuai Center                                MLML         Mixed Use               563-565 Farrington Highway
63        Tamarack Apartments                            CRF          Multifamily             1111 West Saint Mary's Road
64        Harcourt Club                                  MLML         Multifamily             2000 West 79th Street
65        Ocoee Town Square                              MLML         Retail                  11029 West Colonial Drive
66        Recker Brown Center                            CRF          Retail                  1135 North Recker Road
67        Normandy Plaza                                 PNC          Retail                  31805 Woodward Avenue
68        Northridge Service Center - NSC 17             PNC          Office                  20001 Prairie Street
69        Olympia Plaza                                  MLML         Retail                  113 West Joe Orr Road
70        Safeway Village at Rockrimmon                  MLML         Retail                  710-836 Village Center Drive
71        Corbin Office Center                           CRF          Office                  5530 Corbin Avenue
72        Park Forest Apartments                         PNC          Multifamily             901 West Aaron Drive
73        Corners Apartments                             CRF          Multifamily             7878 Marvin D Love Freeway
74        Fiesta Mart - Dallas                           PNC          Retail                  611 West Jefferson Boulevard
75        HunterLab II                                   PNC          Office                  11491 Sunset Hills Road
76        Walgreens - New Brunswick                      MLML         Retail                  20 Jersey Avenue
77        Center Medical Building                        CRF          Office                  7677 Center Avenue
78        Walgreens - Chamblee                           MLML         Retail                  5373 Peachtree Industrial Boulevard
79        12800-12830 Seal Beach Boulevard               MLML         Retail                  12800-12830 Seal Beach Boulevard
80        Ontario Marketplace                            MLML         Retail                  203-263 East Lane
81        24 Hour Fitness - Henderson, NV                CRF          Retail                  2893 North Green Valley Parkway
82        Best Western Coral Inn & Suites                PNC          Hospitality             9200 College Parkway
83        Mega Play Plaza                                MLML         Retail                  5269 West Irlo Bronson Highway
84        Meridian Marketplace                           MLML         Retail                  8923 South Meridian Street
85        1401 Walnut                                    MLML         Retail                  1401 Walnut Street
86        Trader Joes                                    PNC          Retail                  3025 De La Vina Street
87        Linden Professional Tower                      PNC          Office                  210 W. St. Georges Avenue
88        Bell Street Center                             MLML         Retail                  251 North Bell Street
89        CVS - Homosassa                                CRF          Retail                  3959 South Suncoast Parkway
90        Lyons Village Center                           CRF          Mixed Use               23226-23254 Lyons Avenue
91        Wakarusa Market Place                          PNC          Retail                  1520-1540 Wakarusa Drive
92        Bridgeworks Industrial Center                  CRF          Industrial              631-39 South 10th Street
93        Holiday Inn Express - Bishop                   MLML         Hospitality             636 North Main Street
94        Auburn Business Center                         CRF          Industrial              2015, 2025 & 2043 Airport Court
95        Bell Plaza                                     PNC          Retail                  4251 West Bell Road
96        Lackland Self-Storage                          PNC          Self Storage            445 Wagaraw Road
97        Fairfield Inn by Marriott -                    PNC          Hospitality             10 Stephen South Green Drive
          Savannah Airport
98        Leawood Square                                 PNC          Retail                  12902 State Line Road
99        Desert Colony Town Homes                       CRF          Multifamily             2818 West Avenue K8
100       Rosehill Center                                PNC          Retail                  12715-12843 West 87th Street
101       Wal-Mart Las Cruces                            MLML         Retail                  2350 East Lohman Avenue
102       Jennings Road Self Storage                     MLML         Self Storage            3737 Southeast Jennings Road
103       Madison Meadows Apartments                     PNC          Multifamily             10 Packinghouse Road
104       24 Hour Fitness - Monrovia, CA                 CRF          Retail                  715 East Huntington Drive
105       9821 South Eastern Avenue                      MLML         Retail                  9821 South Eastern Avenue
106       Lions Gate Marketplace South                   PNC          Retail                  14521 Metcalf Avenue
107       Walgreens Houston                              MLML         Retail                  12702 Bammel-North Houston Road
108       Executive Hills Shops                          PNC          Retail                  8601 College Boulevard
109       Yorba Canyon Center - Office                   MLML         Office                  21580 Yorba Linda Boulevard
110       Main Street Station                            PNC          Retail                  6001-6305 Main Street
111       Roe 89 Center                                  PNC          Retail                  8823-8841 Roe Avenue

<CAPTION>

Loan #     Property Name                               City                                  County                         State
<S>        <C>                                         <C>                                   <C>                            <C>
1          The Westchester                             White Plains                          Westchester                    NY
2          711 Third Avenue                            New York                              New York                       NY
3          Queen Ka'ahumanu Center                     Kahului                               Maui                           HI
4          ACP Woodland Park I                         Herndon                               Fairfax                        VA
4.01       Plaza Ridge II                              Herndon                               Fairfax                        VA
4.02       South Pointe II                             Herndon                               Fairfax                        VA
4.03       South Pointe I                              Herndon                               Fairfax                        VA
5          U-Haul Self Storage Portfolio I             Various                               Various                        Various
5.01       U-Haul Center Nanuet                        Nanuet                                Rockland                       NY
5.02       U-Haul Mission Ave                          Escondido                             San Diego                      CA
5.03       U-Haul Center Fairbanks                     Fairbanks                             Fairbanks North Star           AK
5.04       U-Haul Ctr El Cajon                         El Cajon                              San Diego                      CA
5.05       U-Haul Ctr Lakewood                         Long Beach                            Los Angeles                    CA
5.06       U-Haul Rolling Acres                        Akron                                 Summit                         OH
5.07       U-Haul West Maple                           Omaha                                 Douglas                        NE
5.08       U-Haul Center Midlothian                    Richmond                              Chesterfield                   VA
5.09       U-Haul Ctr Blaine                           Blaine                                Anoka                          MN
5.10       U-Haul Center Bragg Blvd                    Fayetteville                          Cumberland                     NC
5.11       U-Haul Ct Hillsboro                         Hillsboro                             Washington                     OR
5.12       U-Haul Park Forest                          Park Forest                           Cook                           IL
5.13       U-Haul Ct Good Hope                         Milwaukee                             Milwaukee                      WI
5.14       U-Haul Waterford                            Waterford                             Oakland                        MI
5.15       U-Haul Ctr Ridge Rd                         Rochester                             Monroe                         NY
5.16       U-Haul Center Of Elizabeth                  Elizabeth                             Union                          NJ
5.17       U-Haul Stevenson Drive                      Springfield                           Sangamon                       IL
5.18       U-Haul Center Watertown                     Watertown                             Jefferson                      NY
5.19       U-Haul Ctr Main St                          Billings                              Yellowstone                    MT
5.20       U-Haul Schererville                         Schererville                          Cook                           IN
5.21       U-Haul Noland I-70                          Independence                          Jackson                        MO
5.22       U-Haul Berrien                              Benton Harbor                         Berrien                        MI
5.23       U-Haul Center Of 64 East                    Raleigh                               Wake                           NC
5.24       U-Haul Little Creek                         Norfolk                               Norfolk City                   VA
5.25       U-Haul Center Waukegan                      Waukegan                              Lake                           IL
5.26       U-Haul University                           University City                       Saint Louis                    MO
5.27       U-Haul Ct Genesee                           Buffalo                               Erie                           NY
5.28       U-Haul Academy Blvd                         Colorado Springs                      El Paso                        CO
5.29       U-Haul Ctr Tustin                           Tustin                                Orange                         CA
5.30       U-Haul Ct Main St                           Buffalo                               Erie                           NY
5.31       U-Haul Circle City                          Corona                                Riverside                      CA
5.32       U-Haul Ctr Troy                             Troy                                  Oakland                        MI
5.33       U-Haul Keystone Pla                         Indianapolis                          Marion                         IN
5.34       U-Haul Greenfield                           West Allis                            Milwaukee                      WI
5.35       U-Haul Frenchtown                           Monroe                                Monroe                         MI
5.36       U-Haul Transit Road                         Depew                                 Erie                           NY
5.37       U-Haul Mayfield Rd                          Cleveland Heights                     Cuyahoga                       OH
5.38       U-Haul Eastview                             Victor                                Ontario                        NY
5.39       U-Haul Niagara Fall                         Niagara Falls                         Niagara                        NY
5.40       U-Haul Ctr Cache Rd                         Lawton                                Comanche                       OK
5.41       U-Haul Ctr Midway                           Chicago                               Cook                           IL
5.42       U-Haul Shadeland Av                         Indianapolis                          Marion                         IN
5.43       U-Haul Ctr Columbia                         Columbia                              Boone                          MO
5.44       U-Haul Ctr of Rome                          Rome                                  Oneida                         NY
5.45       U-Haul Ctr Baseline                         San Bernardino                        San Bernardino                 CA
5.46       U-Haul Ct Of Auburn                         Auburn                                King                           WA
5.47       U-Haul Center N Freeway                     Pueblo                                Pueblo                         CO
5.48       U-Haul Ct Queen Cty                         Meridian                              Lauderdale                     MS
5.49       U-Haul Ctr Anmoore                          Bridgeport                            Harrison                       WV
5.50       U-Haul Center Janesville                    Janesville                            Rock                           WI
5.51       U-Haul Ctr Fairview                         Garden Grove                          Orange                         CA
5.52       U-Haul Center La Crosse                     La Crosse                             La Crosse                      WI
5.53       U-Haul Ct Roswell                           Roswell                               Chaves                         NM
5.54       U-Haul Crossroads                           Oklahoma City                         Oklahoma                       OK
6          HSA Industrial Portfolio I                  Various                               Various                        Various
6.01       EGL Eagle Global Logistics                  Groveport                             Franklin                       OH
6.02       Kellogg Sales Company Buildings             Columbus                              Franklin                       OH
6.03       The Gap, Inc. Building                      Hebron                                Boone                          KY
6.04       Eagle USA Airfreight, Inc.                  Groveport                             Franklin                       OH
6.05       MBM Foods Building                          Columbus                              Franklin                       OH
6.06       Hammacher Schlemmer & Co.                   Fairfield                             Butler                         OH
6.07       Sears Logistics Services, Inc.              Columbus                              Franklin                       OH
6.08       Georgesville Commerce Center Building       Columbus                              Franklin                       OH
6.09       Sears Logistics Services, Inc.              Columbus                              Franklin                       OH
7          Norfolk Waterside Marriott                  Norfolk                               Norfolk City                   VA
8          Prium Office Portfolio II                   Various                               Various                        WA
8.01       Lacey DSHS                                  Lacey                                 Thurston                       WA
8.02       Lacey Revenue                               Lacey                                 Thurston                       WA
8.03       Capitol Building                            Tumwater                              Thurston                       WA
8.04       Attorney General Building                   Lacey                                 Thurston                       WA
8.05       Wenatchee II                                Wenatchee                             Chelan                         WA
8.06       Moses Lake Building                         Moses Lake                            Grant                          WA
8.07       Department of Corrections                   Lacey                                 Thurston                       WA
8.08       Seattle West                                Seattle                               King                           WA
8.09       Wenatchee I                                 Wenatchee                             Chelan                         WA
8.10       Chehalis Building                           Chehalis                              Lewis                          WA
8.11       Department of Licensing                     Lacey                                 Thurston                       WA
9          The Mansions at Canyon Springs              San Antonio                           Bexar                          TX
           Country Club Apartments
10         Webster Place Shopping Center               Chicago                               Cook                           IL
11         Tharaldson Portfolio IIB                    Various                               Various                        Various
11.01      Homewood Suites by Hilton - Grapevine       Grapevine                             Tarrant                        TX
11.02      Residence Inn by Marriott - Houston         Houston                               Harris                         TX
11.03      Courtyard by Marriott - Houston             Houston                               Harris                         TX
11.04      Hampton Inn - Rancho Cordova                Rancho Cordova                        Sacramento                     CA
11.05      Niles Fairfield Inn - Warren                Warren                                Trumbull                       OH
11.06      Residence Inn by Marriott - Independence    Independence                          Jackson                        MO
11.07      Residence Inn by Marriott -                 Bloomingdale                          DuPage                         IL
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale         Bloomingdale                          DuPage                         IL
11.09      Fairfield Inn and Suites - Kansas City      Kansas City                           Clay                           MO
11.10      Fairfield Inn by Marriott - Independence    Independence                          Jackson                        MO
12         The Villas of Sage Creek Apartments         Austin                                Travis                         TX
13         Murrieta Town Center                        Murrieta                              Riverside                      CA
14         West Valley Medical                         Encino                                Los Angeles                    CA
15         Forest Lake Estates                         Zephyrhills                           Pasco                          FL
16         Tharaldson Portfolio IIA                    Various                               Various                        Various
16.01      Fairfield Inn by Marriott - Roseville       Roseville                             Ramsey                         MN
16.02      Homewood Suites by Hilton - Dallas          Dallas                                Dallas                         TX
16.03      Hampton Inn - Shawnee                       Shawnee                               Pottawatomie                   OK
16.04      Fairfield Inn - Cheyenne                    Cheyenne                              Laramie                        WY
16.05      Springhill Suites by Marriott - Phoenix     Phoenix                               Maricopa                       AZ
16.06      Fairfield Inn and Suites - Naperville       Naperville                            DuPage                         IL
16.07      Hawthorne Suites - Naperville               Naperville                            DuPage                         IL
16.08      TownePlace Suites - Phoenix                 Phoenix                               Maricopa                       AZ
16.09      Fairfield Inn - Racine                      Town of Mount Pleasant                Racine                         WI
16.10      Sleep Inn - Missoula                        Missoula                              Missoula                       MT
16.11      Leased Fee Interest - Bloomingdale          Bloomingdale                          DuPage                         IL
           Courtyard
16.12      Leased Fee Interest - Bloomingdale          Bloomingdale                          DuPage                         IL
           Residence Inn
16.13      Leased Fee Interest - Kansas City           Kansas City                           Clay                           MO
           Fairfield Inn
17         Penney's Plaza                              Pleasanton                            Alameda                        CA
18         Missouri Falls                              Phoenix                               Maricopa                       AZ
19         Willow Creek Retail Center                  Canton                                Wayne                          MI
20         Barron's Gate at Woodbridge                 Woodbridge                            Middlesex                      NJ
21         Holy Cross Medical Center                   Mission Hills                         Los Angeles                    CA
22         North Hills Shopping Center                 Granada Hills                         Los Angeles                    CA
23         Hilton Garden Inn - Fairfax                 Fairfax                               Fairfax                        VA
24         8501 West Higgins                           Chicago                               Cook                           IL
25         Hilton Tampa Bay/North Redington            North Redington Beach                 Pinellas                       FL
           Beach Resort
26         Maricopa Fiesta Shopping Center             Maricopa                              Pinal                          AZ
27         First National Bank of Arizona              Scottsdale                            Maricopa                       AZ
           Headquarters
28         Dulles Creek                                Herndon                               Fairfax                        VA
29         Tuscany at McCormick Ranch                  Scottsdale                            Maricopa                       AZ
30         Home Depot                                  Gardena                               Los Angeles                    CA
31         River Drive Center 3                        Elmwood Park                          Bergen                         NJ
32         844 Front Street                            Lahaina                               Maui                           HI
33         Briarcliff III Office Building              Kansas City                           Clay                           MO
34         Park N Go                                   Linthicum                             Anne Arundel                   MD
35         Northridge Service Center - NSC 10          Chatsworth                            Los Angeles                    CA
36         Diamond Bar Village Center                  Diamond Bar                           Los Angeles                    CA
37         The Village at Schneithorst's               Saint Louis                           Saint Louis                    MO
38         West Ridge Corporate Campus                 Eatontown                             Monmouth                       NJ
39         Van Buren Plaza                             Riverside                             Riverside                      CA
40         Serendipity                                 Clearwater                            Pinellas                       FL
41         Fiesta Mart - Austin                        Austin                                Travis                         TX
42         Big Curve Shopping Center                   Yuma                                  Yuma                           AZ
43         Occidental Business Center                  Chatsworth                            Los Angeles                    CA
44         Holiday Inn Express - Hauppauge             Hauppauge                             Suffolk                        NY
45         Oceanside Retail Center                     Oceanside                             San Diego                      CA
46         Courtyards Apartments                       Tulsa                                 Tulsa                          OK
47         Yorba Canyon Center - Retail                Yorba Linda                           Orange                         CA
48         Hilton Garden Inn - Boca Raton              Boca Raton                            Palm Beach                     FL
49         Aurora Square                               Shoreline                             King                           WA
50         Carmax Louisville Kentucky                  Louisville                            Jefferson                      KY
51         Hilton Garden Inn - Miramar                 Miramar                               Broward                        FL
52         Arcadia Del Sol                             Phoenix                               Maricopa                       AZ
53         Staybridge Suites - Bloomington             Bloomington                           Hennepin                       MN
54         Casa Grande Center                          Casa Grande                           Pinal                          AZ
55         Boulder Palms Apartments                    Las Vegas                             Clark                          NV
56         Dave and Buster's                           San Diego                             San Diego                      CA
57         SONO at Marshall & North                    Norwalk                               Fairfield                      CT
           Main Streets
58         Plaza Del Mar                               Fort Lauderdale                       Broward                        FL
59         316 Courtland Avenue                        Stamford                              Fairfield                      CT
60         San Pedro Medical Center                    San Pedro                             Los Angeles                    CA
61         Decatur Twain Shopping Center               Las Vegas                             Clark                          NV
62         Halekuai Center                             Kapolei                               Honolulu                       HI
63         Tamarack Apartments                         Tucson                                Pima                           AZ
64         Harcourt Club                               Indianapolis                          Marion                         IN
65         Ocoee Town Square                           Ocoee                                 Orange                         FL
66         Recker Brown Center                         Mesa                                  Maricopa                       AZ
67         Normandy Plaza                              Royal Oak                             Oakland                        MI
68         Northridge Service Center - NSC 17          Chatsworth                            Los Angeles                    CA
69         Olympia Plaza                               Chicago Heights                       Cook                           IL
70         Safeway Village at Rockrimmon               Colorado Springs                      El Paso                        CO
71         Corbin Office Center                        Tarzana                               Los Angeles                    CA
72         Park Forest Apartments                      Ferguson and Patton Townships         Centre                         PA
73         Corners Apartments                          Dallas                                Dallas                         TX
74         Fiesta Mart - Dallas                        Dallas                                Dallas                         TX
75         HunterLab II                                Reston                                Fairfax                        VA
76         Walgreens - New Brunswick                   New Brunswick                         Middlesex                      NJ
77         Center Medical Building                     Huntington Beach                      Orange                         CA
78         Walgreens - Chamblee                        Chamblee                              DeKalb                         GA
79         12800-12830 Seal Beach Boulevard            Seal Beach                            Orange                         CA
80         Ontario Marketplace                         Ontario                               Malheur                        OR
81         24 Hour Fitness - Henderson, NV             Henderson                             Clark                          NV
82         Best Western Coral Inn & Suites             Ft. Meyers                            Lee                            FL
83         Mega Play Plaza                             Kissimmee                             Osceola                        FL
84         Meridian Marketplace                        Indianapolis                          Marion                         IN
85         1401 Walnut                                 Philadelphia                          Philadelphia                   PA
86         Trader Joes                                 Santa Barbara                         Santa Barbara                  CA
87         Linden Professional Tower                   Linden                                Union                          NJ
88         Bell Street Center                          Cedar Park                            Williamson                     TX
89         CVS - Homosassa                             Homosassa                             Citrus                         FL
90         Lyons Village Center                        Santa Clarita                         Los Angeles                    CA
91         Wakarusa Market Place                       Lawrence                              Douglas                        KS
92         Bridgeworks Industrial Center               Allentown                             Lehigh                         PA
93         Holiday Inn Express - Bishop                Bishop                                Inyo                           CA
94         Auburn Business Center                      Auburn                                Placer                         CA
95         Bell Plaza                                  Phoenix                               Maricopa                       AZ
96         Lackland Self-Storage                       Fair Lawn                             Bergen                         NJ
97         Fairfield Inn by Marriott -                 Savannah                              Chatham                        GA
           Savannah Airport
98         Leawood Square                              Leawood                               Johnson                        KS
99         Desert Colony Town Homes                    Lancaster                             Los Angeles                    CA
100        Rosehill Center                             Lenexa                                Johnson                        KS
101        Wal-Mart Las Cruces                         Las Cruces                            Dona Ana                       NM
102        Jennings Road Self Storage                  Port Saint Lucie                      Saint Lucie                    FL
103        Madison Meadows Apartments                  Statesboro                            Bulloch                        GA
104        24 Hour Fitness - Monrovia, CA              Monrovia                              Los Angeles                    CA
105        9821 South Eastern Avenue                   Las Vegas                             Clark                          NV
106        Lions Gate Marketplace South                Overland Park                         Johnson                        KS
107        Walgreens Houston                           Houston                               Harris                         TX
108        Executive Hills Shops                       Overland Park                         Johnson                        KS
109        Yorba Canyon Center - Office                Yorba Linda                           Orange                         CA
110        Main Street Station                         Grandview                             Jackson                        MO
111        Roe 89 Center                               Prairie Village                       Johnson                        KS

<CAPTION>

                                                                            Cutoff Balance              Original          IO Monthly
Loan #     Property Name                                    Zip Code            (6/1/2005)               Balance        Debt Service
<S>        <C>                                              <C>             <C>                   <C>                    <C>
1          The Westchester                                  10601           200,000,000.00        200,000,000.00          792,540.05
2          711 Third Avenue                                 10017           120,000,000.00        120,000,000.00          505,930.56
3          Queen Ka'ahumanu Center                          96732            92,000,000.00         92,000,000.00          374,821.20
4          ACP Woodland Park I                              20171            88,500,000.00         88,500,000.00          435,934.20
4.01       Plaza Ridge II                                   20171            30,900,000.00         30,900,000.00
4.02       South Pointe II                                  20171            30,200,000.00         30,200,000.00
4.03       South Pointe I                                   20171            27,400,000.00         27,400,000.00
5          U-Haul Self Storage Portfolio I                  Various          74,988,000.00         74,988,000.00          260,383.33
5.01       U-Haul Center Nanuet                             10954             4,127,435.58          4,127,435.58
5.02       U-Haul Mission Ave                               92025             2,896,709.33          2,896,709.33
5.03       U-Haul Center Fairbanks                          99701             2,776,638.48          2,776,638.48
5.04       U-Haul Ctr El Cajon                              92021             2,701,594.20          2,701,594.20
5.05       U-Haul Ctr Lakewood                              90805             2,476,461.35          2,476,461.35
5.06       U-Haul Rolling Acres                             44320             2,476,461.35          2,476,461.35
5.07       U-Haul West Maple                                68134             2,157,523.14          2,157,523.14
5.08       U-Haul Center Midlothian                         23225             2,093,735.50          2,093,735.50
5.09       U-Haul Ctr Blaine                                55434             2,026,195.65          2,026,195.65
5.10       U-Haul Center Bragg Blvd                         28303             1,969,912.43          1,969,912.43
5.11       U-Haul Ct Hillsboro                              97124             1,966,160.22          1,966,160.22
5.12       U-Haul Park Forest                               60466             1,951,151.36          1,951,151.36
5.13       U-Haul Ct Good Hope                              53223             1,906,124.79          1,906,124.79
5.14       U-Haul Waterford                                 48328             1,838,584.94          1,838,584.94
5.15       U-Haul Ctr Ridge Rd                              14622             1,703,505.23          1,703,505.23
5.16       U-Haul Center Of Elizabeth                       07208             1,696,000.80          1,696,000.80
5.17       U-Haul Stevenson Drive                           62703             1,635,965.37          1,635,965.37
5.18       U-Haul Center Watertown                          13601             1,575,929.95          1,575,929.95
5.19       U-Haul Ctr Main St                               59105             1,463,363.52          1,463,363.52
5.20       U-Haul Schererville                              46375             1,425,841.38          1,425,841.38
5.21       U-Haul Noland I-70                               64055             1,388,319.24          1,388,319.24
5.22       U-Haul Berrien                                   49022             1,350,797.10          1,350,797.10
5.23       U-Haul Center Of 64 East                         27610             1,332,036.03          1,332,036.03
5.24       U-Haul Little Creek                              23518             1,305,770.53          1,305,770.53
5.25       U-Haul Center Waukegan                           60085             1,275,752.81          1,275,752.81
5.26       U-Haul University                                63130             1,256,991.74          1,256,991.74
5.27       U-Haul Ct Genesee                                14211             1,230,726.24          1,230,726.24
5.28       U-Haul Academy Blvd                              80909             1,200,708.53          1,200,708.53
5.29       U-Haul Ctr Tustin                                92780             1,178,195.25          1,178,195.25
5.30       U-Haul Ct Main St                                14208             1,178,195.25          1,178,195.25
5.31       U-Haul Circle City                               92879             1,170,690.82          1,170,690.82
5.32       U-Haul Ctr Troy                                  48084             1,125,664.25          1,125,664.25
5.33       U-Haul Keystone Pla                              46220             1,118,159.82          1,118,159.82
5.34       U-Haul Greenfield                                53214             1,088,142.11          1,088,142.11
5.35       U-Haul Frenchtown                                48162             1,013,097.82          1,013,097.82
5.36       U-Haul Transit Road                              14043               964,319.04            964,319.04
5.37       U-Haul Mayfield Rd                               44118               945,557.97            945,557.97
5.38       U-Haul Eastview                                  14564               930,549.11            930,549.11
5.39       U-Haul Niagara Fall                              14304               923,044.68            923,044.68
5.40       U-Haul Ctr Cache Rd                              73507               900,531.40            900,531.40
5.41       U-Haul Ctr Midway                                60632               848,000.40            848,000.40
5.42       U-Haul Shadeland Av                              46219               832,991.54            832,991.54
5.43       U-Haul Ctr Columbia                              65203               802,973.83            802,973.83
5.44       U-Haul Ctr of Rome                               13440               802,973.83            802,973.83
5.45       U-Haul Ctr Baseline                              92410               750,442.83            750,442.83
5.46       U-Haul Ct Of Auburn                              98002               712,920.69            712,920.69
5.47       U-Haul Center N Freeway                          81008               675,398.55            675,398.55
5.48       U-Haul Ct Queen Cty                              39301               645,380.84            645,380.84
5.49       U-Haul Ctr Anmoore                               26330               592,849.84            592,849.84
5.50       U-Haul Center Janesville                         53545               592,849.84            592,849.84
5.51       U-Haul Ctr Fairview                              92841               592,849.84            592,849.84
5.52       U-Haul Center La Crosse                          54603               562,832.12            562,832.12
5.53       U-Haul Ct Roswell                                88203               525,309.98            525,309.98
5.54       U-Haul Crossroads                                73149               307,681.56            307,681.56
6          HSA Industrial Portfolio I                       Various          63,000,000.00         63,000,000.00          300,478.65
6.01       EGL Eagle Global Logistics                       43125            16,400,000.00         16,400,000.00
6.02       Kellogg Sales Company Buildings                  43228            12,900,000.00         12,900,000.00
6.03       The Gap, Inc. Building                           41048             7,600,000.00          7,600,000.00
6.04       Eagle USA Airfreight, Inc.                       43125             7,100,000.00          7,100,000.00
6.05       MBM Foods Building                               43228             7,075,000.00          7,075,000.00
6.06       Hammacher Schlemmer & Co.                        45014             3,860,000.00          3,860,000.00
6.07       Sears Logistics Services, Inc.                   43228             2,900,000.00          2,900,000.00
6.08       Georgesville Commerce Center Building            43228             2,625,000.00          2,625,000.00
6.09       Sears Logistics Services, Inc.                   43228             2,540,000.00          2,540,000.00
7          Norfolk Waterside Marriott                       23510            40,508,044.25         41,000,000.00
8          Prium Office Portfolio II                        Various          40,353,238.51         40,700,000.00
8.01       Lacey DSHS                                       98503            11,202,733.25         11,299,000.03
8.02       Lacey Revenue                                    98503             8,678,425.00          8,753,000.02
8.03       Capitol Building                                 98501             5,443,225.55          5,490,000.01
8.04       Attorney General Building                        98503             4,181,071.43          4,217,000.01
8.05       Wenatchee II                                     98801             2,998,235.72          3,024,000.01
8.06       Moses Lake Building                              98837             2,209,017.58          2,228,000.00
8.07       Department of Corrections                        98503             1,814,408.51          1,830,000.00
8.08       Seattle West                                     98106             1,341,472.52          1,353,000.00
8.09       Wenatchee I                                      98801               946,863.47            955,000.01
8.10       Chehalis Building                                98532               827,885.76            834,999.91
8.11       Department of Licensing                          98503               709,899.72            716,000.00
9          The Mansions at Canyon Springs                   78258            37,360,000.00         37,360,000.00          163,194.88
           Country Club Apartments
10         Webster Place Shopping Center                    60614            36,700,000.00         36,700,000.00          174,575.61
11         Tharaldson Portfolio IIB                         Various          34,875,818.76         35,116,000.00
11.01      Homewood Suites by Hilton - Grapevine            76051             5,455,429.79          5,493,000.00
11.02      Residence Inn by Marriott - Houston              77060             5,397,826.49          5,435,000.00
11.03      Courtyard by Marriott - Houston                  77060             4,386,789.25          4,417,000.00
11.04      Hampton Inn - Rancho Cordova                     95670             3,824,660.50          3,851,000.00
11.05      Niles Fairfield Inn - Warren                     44484             3,489,965.46          3,514,000.00
11.06      Residence Inn by Marriott - Independence         64057             3,203,935.28          3,226,000.00
11.07      Residence Inn by Marriott -                      60108             3,042,050.14          3,063,000.00
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale              60108             2,479,921.39          2,497,000.00
11.09      Fairfield Inn and Suites - Kansas City           64117             2,078,684.61          2,093,000.00
11.10      Fairfield Inn by Marriott - Independence         64057             1,516,555.85          1,527,000.00
12         The Villas of Sage Creek Apartments              78753            33,900,000.00         33,900,000.00          151,518.09
13         Murrieta Town Center                             92563            31,875,000.00         31,875,000.00          140,043.40
14         West Valley Medical                              91316            28,000,000.00         28,000,000.00          131,535.19
15         Forest Lake Estates                              33540            23,980,756.80         24,000,000.00
16         Tharaldson Portfolio IIA                         Various          22,727,481.39         22,884,000.00
16.01      Fairfield Inn by Marriott - Roseville            55113             2,756,019.96          2,775,000.00
16.02      Homewood Suites by Hilton - Dallas               75243             2,756,019.96          2,775,000.00
16.03      Hampton Inn - Shawnee                            74801             2,251,494.51          2,267,000.00
16.04      Fairfield Inn - Cheyenne                         82001             2,250,501.35          2,266,000.00
16.05      Springhill Suites by Marriott - Phoenix          85021             2,250,501.35          2,266,000.00
16.06      Fairfield Inn and Suites - Naperville            60563             2,078,684.61          2,093,000.00
16.07      Hawthorne Suites - Naperville                    60563             2,078,684.61          2,093,000.00
16.08      TownePlace Suites - Phoenix                      85021             1,916,799.47          1,930,000.00
16.09      Fairfield Inn - Racine                           53406             1,411,280.85          1,421,000.00
16.10      Sleep Inn - Missoula                             59801             1,239,464.11          1,248,000.00
16.11      Leased Fee Interest - Bloomingdale               60108               705,143.85            710,000.00
           Courtyard
16.12      Leased Fee Interest - Bloomingdale               60108               705,143.85            710,000.00
           Residence Inn
16.13      Leased Fee Interest - Kansas City                64117               327,742.91            330,000.00
           Fairfield Inn
17         Penney's Plaza                                   94588            21,000,000.00         21,000,000.00           94,322.08
18         Missouri Falls                                   85012            20,000,000.00         20,000,000.00           93,007.41
19         Willow Creek Retail Center                       48187            19,600,000.00         19,600,000.00           88,017.38
20         Barron's Gate at Woodbridge                      07095            18,955,549.61         19,000,000.00
21         Holy Cross Medical Center                        91345            17,800,000.00         17,800,000.00           85,874.70
22         North Hills Shopping Center                      91344            17,400,000.00         17,400,000.00           78,617.15
23         Hilton Garden Inn - Fairfax                      22033            16,379,039.21         16,400,000.00
24         8501 West Higgins                                60631            15,985,823.45         16,000,000.00
25         Hilton Tampa Bay/North Redington                 33708            15,000,000.00         15,000,000.00           76,675.35
           Beach Resort
26         Maricopa Fiesta Shopping Center                  85239            14,900,000.00         14,900,000.00           63,952.73
27         First National Bank of Arizona                   85255            14,479,859.79         14,500,000.00
           Headquarters
28         Dulles Creek                                     20171            14,200,000.00         14,200,000.00           65,747.32
29         Tuscany at McCormick Ranch                       85258            13,972,976.96         13,972,976.96
30         Home Depot                                       90248            13,472,201.40         13,500,000.00
31         River Drive Center 3                             07407            13,425,985.16         13,440,000.00
32         844 Front Street                                 96761            12,339,030.93         12,350,000.00
33         Briarcliff III Office Building                   64116            12,300,000.00         12,300,000.00           54,663.82
34         Park N Go                                        41090            11,967,334.78         12,000,000.00
35         Northridge Service Center - NSC 10               91311            11,925,000.00         11,925,000.00           57,329.71
36         Diamond Bar Village Center                       91765            11,850,000.00         11,850,000.00           53,064.41
37         The Village at Schneithorst's                    63131            11,586,595.83         11,600,000.00
38         West Ridge Corporate Campus                      07724            11,500,000.00         11,500,000.00           53,246.07
39         Van Buren Plaza                                  92503            11,360,000.00         11,360,000.00           50,505.46
40         Serendipity                                      33761            11,000,000.00         11,000,000.00
41         Fiesta Mart - Austin                             78722            10,920,582.19         10,944,000.00
42         Big Curve Shopping Center                        85634            10,910,001.94         10,920,000.00
43         Occidental Business Center                       91311            10,880,000.00         10,880,000.00           48,683.97
44         Holiday Inn Express - Hauppauge                  11788            10,868,713.05         10,900,000.00
45         Oceanside Retail Center                          92054            10,600,000.00         10,600,000.00           46,750.42
46         Courtyards Apartments                            74133            10,500,000.00         10,500,000.00           45,244.79
47         Yorba Canyon Center - Retail                     92887             9,974,000.00          9,974,000.00           43,568.14
48         Hilton Garden Inn - Boca Raton                   33487             9,787,474.65          9,800,000.00
49         Aurora Square                                    98133             9,750,000.00          9,750,000.00           43,967.04
50         Carmax Louisville Kentucky                       40299             9,600,000.00          9,600,000.00           51,059.44
51         Hilton Garden Inn - Miramar                      33027             9,537,794.18          9,550,000.00
52         Arcadia Del Sol                                  85018             9,350,000.00          9,350,000.00           43,370.37
53         Staybridge Suites - Bloomington                  55437             9,337,425.96          9,350,000.00
54         Casa Grande Center                               85222             8,933,849.93          8,960,000.00
55         Boulder Palms Apartments                         89121             8,600,000.00          8,600,000.00           42,943.26
56         Dave and Buster's                                92108             8,325,000.00          8,325,000.00
57         SONO at Marshall & North                         06880             8,306,630.37          8,331,000.00
           Main Streets
58         Plaza Del Mar                                    33304             8,053,311.14          8,070,000.00
59         316 Courtland Avenue                             06906             7,912,508.68          7,920,000.00
60         San Pedro Medical Center                         90732             7,700,000.00          7,700,000.00           36,692.64
61         Decatur Twain Shopping Center                    89103             7,526,508.26          7,550,000.00
62         Halekuai Center                                  96707             7,500,000.00          7,500,000.00           32,932.38
63         Tamarack Apartments                              85745             7,450,000.00          7,450,000.00           33,990.63
64         Harcourt Club                                    46260             7,250,000.00          7,250,000.00
65         Ocoee Town Square                                34761             7,167,274.21          7,200,000.00
66         Recker Brown Center                              85205             7,159,006.77          7,180,000.00
67         Normandy Plaza                                   48073             6,240,000.00          6,240,000.00           30,262.56
68         Northridge Service Center - NSC 17               91311             6,075,000.00          6,075,000.00           29,205.70
69         Olympia Plaza                                    60411             5,992,023.45          6,000,000.00
70         Safeway Village at Rockrimmon                    80919             5,800,000.00          5,800,000.00           26,903.05
71         Corbin Office Center                             91356             5,794,778.69          5,800,000.00
72         Park Forest Apartments                           16803             5,782,070.49          5,800,000.00
73         Corners Apartments                               75237             5,748,392.13          5,760,000.00
74         Fiesta Mart - Dallas                             75208             5,720,000.00          5,720,000.00           26,145.83
75         HunterLab II                                     20190             5,600,000.00          5,600,000.00           27,206.02
76         Walgreens - New Brunswick                        08901             5,544,818.41          5,550,000.00
77         Center Medical Building                          92647             5,500,000.00          5,500,000.00
78         Walgreens - Chamblee                             30341             5,330,000.00          5,330,000.00
79         12800-12830 Seal Beach Boulevard                 90740             5,200,000.00          5,200,000.00
80         Ontario Marketplace                              97914             5,127,227.41          5,150,000.00
81         24 Hour Fitness - Henderson, NV                  89014             4,750,000.00          4,750,000.00
82         Best Western Coral Inn & Suites                  33919             4,594,434.49          4,600,000.00
83         Mega Play Plaza                                  34746             4,525,000.00          4,525,000.00
84         Meridian Marketplace                             46217             4,500,000.00          4,500,000.00           21,067.34
85         1401 Walnut                                      19102             4,450,000.00          4,450,000.00           21,494.99
86         Trader Joes                                      93108             4,400,000.00          4,400,000.00           20,372.41
87         Linden Professional Tower                        07036             4,284,516.60          4,299,000.00
88         Bell Street Center                               78613             4,280,000.00          4,280,000.00
89         CVS - Homosassa                                  34448             4,231,000.00          4,231,000.00           19,375.43
90         Lyons Village Center                             91321             4,195,568.76          4,200,000.00
91         Wakarusa Market Place                            66047             4,111,750.07          4,145,000.00
92         Bridgeworks Industrial Center                    18103             4,000,000.00          4,000,000.00
93         Holiday Inn Express - Bishop                     93514             4,000,000.00          4,000,000.00
94         Auburn Business Center                           95602             3,738,880.46          3,750,000.00
95         Bell Plaza                                       85053             3,676,737.31          3,680,000.00
96         Lackland Self-Storage                            07410             3,560,114.38          3,600,000.00
97         Fairfield Inn by Marriott -                      31408             3,241,545.36          3,250,000.00
           Savannah Airport
98         Leawood Square                                   66209             3,193,717.12          3,200,000.00
99         Desert Colony Town Homes                         93536             2,997,333.41          3,000,000.00
100        Rosehill Center                                  66215             2,954,188.33          2,960,000.00
101        Wal-Mart Las Cruces                              88001             2,862,451.87          2,900,000.00
102        Jennings Road Self Storage                       34952             2,800,000.00          2,800,000.00           12,301.85
103        Madison Meadows Apartments                       30459             2,787,693.62          2,790,000.00
104        24 Hour Fitness - Monrovia, CA                   91016             2,700,000.00          2,700,000.00
105        9821 South Eastern Avenue                        89123             2,598,437.04          2,612,000.00
106        Lions Gate Marketplace South                     66223             2,542,249.27          2,550,000.00
107        Walgreens Houston                                77066             2,050,000.00          2,050,000.00
108        Executive Hills Shops                            66210             1,794,528.90          1,800,000.00
109        Yorba Canyon Center - Office                     92887             1,776,000.00          1,776,000.00            7,757.87
110        Main Street Station                              65801             1,146,743.26          1,150,000.00
111        Roe 89 Center                                    66207               727,932.68            730,000.00

<CAPTION>

                                                              IO Annual       Monthly P&I              Annual P&I        Interest
Loan #     Property Name                                   Debt Service      Debt Service            Debt Service         Rate (%)
<S>        <C>                                             <C>                 <C>                   <C>                   <C>
1          The Westchester                                 9,510,480.56                                                    4.6901
2          711 Third Avenue                                6,071,166.67                                                    4.9900
3          Queen Ka'ahumanu Center                         4,497,854.44                                                    4.8220
4          ACP Woodland Park I                             5,231,210.42        520,968.39            6,251,620.68          5.8300
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I                                     468,677.77            5,624,133.24          5.6820
5.01       U-Haul Center Nanuet
5.02       U-Haul Mission Ave
5.03       U-Haul Center Fairbanks
5.04       U-Haul Ctr El Cajon
5.05       U-Haul Ctr Lakewood
5.06       U-Haul Rolling Acres
5.07       U-Haul West Maple
5.08       U-Haul Center Midlothian
5.09       U-Haul Ctr Blaine
5.10       U-Haul Center Bragg Blvd
5.11       U-Haul Ct Hillsboro
5.12       U-Haul Park Forest
5.13       U-Haul Ct Good Hope
5.14       U-Haul Waterford
5.15       U-Haul Ctr Ridge Rd
5.16       U-Haul Center Of Elizabeth
5.17       U-Haul Stevenson Drive
5.18       U-Haul Center Watertown
5.19       U-Haul Ctr Main St
5.20       U-Haul Schererville
5.21       U-Haul Noland I-70
5.22       U-Haul Berrien
5.23       U-Haul Center Of 64 East
5.24       U-Haul Little Creek
5.25       U-Haul Center Waukegan
5.26       U-Haul University
5.27       U-Haul Ct Genesee
5.28       U-Haul Academy Blvd
5.29       U-Haul Ctr Tustin
5.30       U-Haul Ct Main St
5.31       U-Haul Circle City
5.32       U-Haul Ctr Troy
5.33       U-Haul Keystone Pla
5.34       U-Haul Greenfield
5.35       U-Haul Frenchtown
5.36       U-Haul Transit Road
5.37       U-Haul Mayfield Rd
5.38       U-Haul Eastview
5.39       U-Haul Niagara Fall
5.40       U-Haul Ctr Cache Rd
5.41       U-Haul Ctr Midway
5.42       U-Haul Shadeland Av
5.43       U-Haul Ctr Columbia
5.44       U-Haul Ctr of Rome
5.45       U-Haul Ctr Baseline
5.46       U-Haul Ct Of Auburn
5.47       U-Haul Center N Freeway
5.48       U-Haul Ct Queen Cty
5.49       U-Haul Ctr Anmoore
5.50       U-Haul Center Janesville
5.51       U-Haul Ctr Fairview
5.52       U-Haul Center La Crosse
5.53       U-Haul Ct Roswell
5.54       U-Haul Crossroads
6          HSA Industrial Portfolio I                      3,605,743.75        363,459.45            4,361,513.40          5.6450
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                                          273,386.30            3,280,635.60          6.3650
8          Prium Office Portfolio II                                           229,814.95            2,757,779.40          5.4500
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs                  1,958,338.56        204,456.00            2,453,472.00          5.1700
           Country Club Apartments
10         Webster Place Shopping Center                   2,094,907.36        211,381.77            2,536,581.24          5.6300
11         Tharaldson Portfolio IIB                                            236,391.77            2,836,701.24          5.2380
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments             1,818,217.08        188,037.81            2,256,453.72          5.2900
13         Murrieta Town Center                            1,680,520.83        175,029.09            2,100,349.08          5.2000
14         West Valley Medical                             1,578,422.22        160,036.57            1,920,438.84          5.5600
15         Forest Lake Estates                                                 145,826.53            1,749,918.36          6.1250
16         Tharaldson Portfolio IIA                                            154,049.13            1,848,589.56          5.2380
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                  1,131,865.00        116,822.72            1,401,872.64          5.3160
18         Missouri Falls                                  1,116,088.89        113,608.00            1,363,296.00          5.5040
19         Willow Creek Retail Center                      1,056,208.61        109,022.36            1,308,268.32          5.3150
20         Barron's Gate at Woodbridge                                         100,296.00            1,203,552.00          4.8530
21         Holy Cross Medical Center                       1,030,496.39        103,424.10            1,241,089.20          5.7100
22         North Hills Shopping Center                       943,405.77         97,137.98            1,165,655.76          5.3476
23         Hilton Garden Inn - Fairfax                                         105,595.27            1,267,143.24          5.9930
24         8501 West Higgins                                                    93,295.44            1,119,545.28          5.7425
25         Hilton Tampa Bay/North Redington                  920,104.17         97,104.19            1,165,250.28          6.0500
           Beach Resort
26         Maricopa Fiesta Shopping Center                   767,432.78         80,716.50              968,598.00          5.0800
27         First National Bank of Arizona                                       89,562.99            1,074,755.88          5.5600
           Headquarters
28         Dulles Creek                                      788,967.78         80,447.94              965,375.28          5.4800
29         Tuscany at McCormick Ranch                                           84,314.83            1,011,777.96          6.0600
30         Home Depot                                                           76,313.05              915,756.60          5.4600
31         River Drive Center 3                                                 72,807.37              873,688.44          5.0800
32         844 Front Street                                                     71,937.93              863,255.16          5.7330
33         Briarcliff III Office Building                    655,965.83         67,997.26              815,967.12          5.2600
34         Park N Go                                                            77,389.54              928,674.48          6.0100
35         Northridge Service Center - NSC 10                687,956.56         69,137.20              829,646.40          5.6900
36         Diamond Bar Village Center                        636,772.92         65,803.60              789,643.20          5.3000
37         The Village at Schneithorst's                                        71,894.10              862,729.20          5.8555
38         West Ridge Corporate Campus                                          65,151.50              781,818.00          5.4800
39         Van Buren Plaza                                   606,065.47         62,814.80              753,777.60          5.2620
40         Serendipity                                                          63,322.20              759,866.40          5.6250
41         Fiesta Mart - Austin                                                 60,636.69              727,640.28          5.2800
42         Big Curve Shopping Center                                            62,778.97              753,347.64          5.6130
43         Occidental Business Center                        584,207.64         60,390.12              724,681.44          5.2960
44         Holiday Inn Express - Hauppauge                                      68,250.21              819,002.52          5.7010
45         Oceanside Retail Center                           561,005.00         58,336.79              700,041.48          5.2200
46         Courtyards Apartments                             542,937.50         57,009.73              684,116.76          5.1000
47         Yorba Canyon Center - Retail                      522,817.69         54,583.62              655,003.44          5.1700
48         Hilton Garden Inn - Boca Raton                                       63,099.61              757,195.32          5.9930
49         Aurora Square                                     527,604.46         54,367.66              652,411.92          5.3372
50         Carmax Louisville Kentucky                        612,713.33         59,390.10              712,681.20          6.2950
51         Hilton Garden Inn - Miramar                                          61,489.93              737,879.16          5.9930
52         Arcadia Del Sol                                   520,444.38         53,029.62              636,355.44          5.4900
53         Staybridge Suites - Bloomington                                      58,708.50              704,502.00          5.7300
54         Casa Grande Center                                                   51,493.99              617,927.88          5.6100
55         Boulder Palms Apartments                          515,319.17         51,064.78              612,777.36          5.9100
56         Dave and Buster's                                                    47,007.60              564,091.20          5.4500
57         SONO at Marshall & North                                             47,826.52              573,918.24          5.6000
           Main Streets
58         Plaza Del Mar                                                        45,517.24              546,206.88          5.4400
59         316 Courtland Avenue                                                 44,881.97              538,583.64          5.4825
60         San Pedro Medical Center                          440,311.67         44,398.49              532,781.88          5.6400
61         Decatur Twain Shopping Center                                        42,042.79              504,513.48          5.3250
62         Halekuai Center                                   395,188.54         41,169.42              494,033.04          5.1970
63         Tamarack Apartments                               407,887.50         41,834.04              502,008.48          5.4000
64         Harcourt Club                                                        43,822.29              525,867.48          6.0760
65         Ocoee Town Square                                                    40,160.97              481,931.64          5.3400
66         Recker Brown Center                                                  41,227.93              494,735.16          5.6020
67         Normandy Plaza                                    363,150.72         36,375.32              436,503.84          5.7400
68         Northridge Service Center - NSC 17                350,468.44         35,220.84              422,650.08          5.6900
69         Olympia Plaza                                                        37,891.55              454,698.60          5.7900
70         Safeway Village at Rockrimmon                     322,836.62         32,895.02              394,740.24          5.4899
71         Corbin Office Center                                                 33,589.75              403,077.00          5.6800
72         Park Forest Apartments                                               34,790.59              417,487.08          5.2600
73         Corners Apartments                                                   32,921.81              395,061.72          5.5600
74         Fiesta Mart - Dallas                              313,749.94         32,155.28              385,863.36          5.4100
75         HunterLab II                                      326,472.22         32,680.08              392,160.96          5.7500
76         Walgreens - New Brunswick                                            31,634.27              379,611.24          5.5350
77         Center Medical Building                                              31,193.90              374,326.80          5.4900
78         Walgreens - Chamblee                                                 30,298.61              363,583.32          5.5106
79         12800-12830 Seal Beach Boulevard                                     28,611.61              343,339.32          5.2180
80         Ontario Marketplace                                                  29,202.37              350,428.44          5.4880
81         24 Hour Fitness - Henderson, NV                                      26,821.16              321,853.92          5.4500
82         Best Western Coral Inn & Suites                                      30,401.68              364,820.16          6.2700
83         Mega Play Plaza                                                      25,715.17              308,582.04          5.5080
84         Meridian Marketplace                              252,808.13         25,666.38              307,996.56          5.5410
85         1401 Walnut                                       257,939.92                                                    5.7170
86         Trader Joes                                       244,468.89         24,927.53              299,130.36          5.4800
87         Linden Professional Tower                                            35,584.33              427,011.96          5.7000
88         Bell Street Center                                                   23,676.75              284,121.00          5.2660
89         CVS - Homosassa                                   232,505.20         23,811.22              285,734.64          5.4200
90         Lyons Village Center                                                 25,046.24              300,554.88          5.7000
91         Wakarusa Market Place                                                27,471.55              329,658.60          6.3000
92         Bridgeworks Industrial Center                                        25,236.82              302,841.84          5.7800
93         Holiday Inn Express - Bishop                                         26,386.78              316,641.36          6.2500
94         Auburn Business Center                                               21,386.29              256,635.48          5.5400
95         Bell Plaza                                                           21,452.11              257,425.32          5.7400
96         Lackland Self-Storage                                                36,031.39              432,376.68          5.2900
97         Fairfield Inn by Marriott -                                          21,479.45              257,753.40          6.2700
           Savannah Airport
98         Leawood Square                                                       18,532.28              222,387.36          5.6800
99         Desert Colony Town Homes                                             17,469.09              209,629.08          5.7300
100        Rosehill Center                                                      17,142.36              205,708.32          5.6800
101        Wal-Mart Las Cruces                                                  30,405.85              364,870.20          4.7500
102        Jennings Road Self Storage                                           15,375.10              184,501.20          5.2000
103        Madison Meadows Apartments                                           16,745.40              200,944.80          6.0100
104        24 Hour Fitness - Monrovia, CA                                       15,245.71              182,948.52          5.4500
105        9821 South Eastern Avenue                                            15,464.93              185,579.16          5.5590
106        Lions Gate Marketplace South                                         14,366.83              172,401.96          5.4300
107        Walgreens Houston                                                    11,932.01              143,184.12          5.7260
108        Executive Hills Shops                                                10,141.29              121,695.48          5.4300
109        Yorba Canyon Center - Office                       93,094.47          9,719.32              116,631.84          5.1700
110        Main Street Station                                                   7,255.59               87,067.08          5.7800
111        Roe 89 Center                                                         4,605.72               55,268.64          5.7800

<CAPTION>

                                                           Primary          Master       Trustee &
                                                         Servicing       Servicing          Paying             Broker         Admin.
Loan #     Property Name                                  Fee Rate        Fee Rate       Agent Fee         Strip Rate            Fee
<S>        <C>                                             <C>             <C>             <C>             <C>               <C>
1          The Westchester                                 0.02000         0.01000         0.00130                           0.03130
2          711 Third Avenue                                0.02000         0.01000         0.00130                           0.03130
3          Queen Ka'ahumanu Center                         0.02000         0.01000         0.00130                           0.03130
4          ACP Woodland Park I                             0.02000         0.01000         0.00130                           0.03130
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I                 0.02000         0.01000         0.00130                           0.03130
5.01       U-Haul Center Nanuet
5.02       U-Haul Mission Ave
5.03       U-Haul Center Fairbanks
5.04       U-Haul Ctr El Cajon
5.05       U-Haul Ctr Lakewood
5.06       U-Haul Rolling Acres
5.07       U-Haul West Maple
5.08       U-Haul Center Midlothian
5.09       U-Haul Ctr Blaine
5.10       U-Haul Center Bragg Blvd
5.11       U-Haul Ct Hillsboro
5.12       U-Haul Park Forest
5.13       U-Haul Ct Good Hope
5.14       U-Haul Waterford
5.15       U-Haul Ctr Ridge Rd
5.16       U-Haul Center Of Elizabeth
5.17       U-Haul Stevenson Drive
5.18       U-Haul Center Watertown
5.19       U-Haul Ctr Main St
5.20       U-Haul Schererville
5.21       U-Haul Noland I-70
5.22       U-Haul Berrien
5.23       U-Haul Center Of 64 East
5.24       U-Haul Little Creek
5.25       U-Haul Center Waukegan
5.26       U-Haul University
5.27       U-Haul Ct Genesee
5.28       U-Haul Academy Blvd
5.29       U-Haul Ctr Tustin
5.30       U-Haul Ct Main St
5.31       U-Haul Circle City
5.32       U-Haul Ctr Troy
5.33       U-Haul Keystone Pla
5.34       U-Haul Greenfield
5.35       U-Haul Frenchtown
5.36       U-Haul Transit Road
5.37       U-Haul Mayfield Rd
5.38       U-Haul Eastview
5.39       U-Haul Niagara Fall
5.40       U-Haul Ctr Cache Rd
5.41       U-Haul Ctr Midway
5.42       U-Haul Shadeland Av
5.43       U-Haul Ctr Columbia
5.44       U-Haul Ctr of Rome
5.45       U-Haul Ctr Baseline
5.46       U-Haul Ct Of Auburn
5.47       U-Haul Center N Freeway
5.48       U-Haul Ct Queen Cty
5.49       U-Haul Ctr Anmoore
5.50       U-Haul Center Janesville
5.51       U-Haul Ctr Fairview
5.52       U-Haul Center La Crosse
5.53       U-Haul Ct Roswell
5.54       U-Haul Crossroads
6          HSA Industrial Portfolio I                      0.02000         0.01000         0.00130                           0.03130
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                      0.02000         0.01000         0.00130                           0.03130
8          Prium Office Portfolio II                       0.02000         0.01000         0.00130                           0.03130
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs                  0.05000         0.01000         0.00130                           0.06130
           Country Club Apartments
10         Webster Place Shopping Center                   0.02000         0.01000         0.00130                           0.03130
11         Tharaldson Portfolio IIB                        0.02000         0.01000         0.00130                           0.03130
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments             0.03000         0.01000         0.00130                           0.04130
13         Murrieta Town Center                            0.03000         0.01000         0.00130                           0.04130
14         West Valley Medical                             0.02000         0.01000         0.00130                           0.03130
15         Forest Lake Estates                             0.02000         0.01000         0.00130                           0.03130
16         Tharaldson Portfolio IIA                        0.02000         0.01000         0.00130                           0.03130
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                  0.02000         0.01000         0.00130                           0.03130
18         Missouri Falls                                  0.02000         0.01000         0.00130                           0.03130
19         Willow Creek Retail Center                      0.00000         0.01000         0.00130                           0.06130
20         Barron's Gate at Woodbridge                     0.02000         0.01000         0.00130                           0.03130
21         Holy Cross Medical Center                       0.02000         0.01000         0.00130                           0.03130
22         North Hills Shopping Center                     0.02000         0.01000         0.00130                           0.03130
23         Hilton Garden Inn - Fairfax                     0.02000         0.01000         0.00130                           0.03130
24         8501 West Higgins                               0.02000         0.01000         0.00130                           0.03130
25         Hilton Tampa Bay/North Redington                0.03000         0.01000         0.00130                           0.04130
           Beach Resort
26         Maricopa Fiesta Shopping Center                 0.02000         0.01000         0.00130                           0.03130
27         First National Bank of Arizona                  0.02000         0.01000         0.00130                           0.03130
           Headquarters
28         Dulles Creek                                    0.02000         0.01000         0.00130                           0.03130
29         Tuscany at McCormick Ranch                      0.02000         0.01000         0.00130                           0.03130
30         Home Depot                                      0.02000         0.01000         0.00130                           0.03130
31         River Drive Center 3                            0.03000         0.01000         0.00130                           0.04130
32         844 Front Street                                0.02000         0.01000         0.00130                           0.03130
33         Briarcliff III Office Building                  0.03000         0.01000         0.00130                           0.04130
34         Park N Go                                       0.02000         0.01000         0.00130                           0.03130
35         Northridge Service Center - NSC 10              0.06000         0.01000         0.00130                           0.07130
36         Diamond Bar Village Center                      0.03000         0.01000         0.00130                           0.04130
37         The Village at Schneithorst's                   0.02000         0.01000         0.00130                           0.03130
38         West Ridge Corporate Campus                     0.03000         0.01000         0.00130                           0.04130
39         Van Buren Plaza                                 0.02000         0.01000         0.00130                           0.03130
40         Serendipity                                     0.02000         0.01000         0.00130                           0.03130
41         Fiesta Mart - Austin                            0.03000         0.01000         0.00130                           0.04130
42         Big Curve Shopping Center                       0.02000         0.01000         0.00130                           0.03130
43         Occidental Business Center                      0.02000         0.01000         0.00130                           0.03130
44         Holiday Inn Express - Hauppauge                 0.02000         0.01000         0.00130                           0.03130
45         Oceanside Retail Center                         0.03000         0.01000         0.00130                           0.04130
46         Courtyards Apartments                           0.03000         0.01000         0.00130                           0.04130
47         Yorba Canyon Center - Retail                    0.02000         0.01000         0.00130                           0.03130
48         Hilton Garden Inn - Boca Raton                  0.02000         0.01000         0.00130                           0.03130
49         Aurora Square                                   0.02000         0.01000         0.00130                           0.03130
50         Carmax Louisville Kentucky                      0.02000         0.01000         0.00130                           0.03130
51         Hilton Garden Inn - Miramar                     0.02000         0.01000         0.00130                           0.03130
52         Arcadia Del Sol                                 0.02000         0.01000         0.00130                           0.03130
53         Staybridge Suites - Bloomington                 0.08000         0.01000         0.00130                           0.09130
54         Casa Grande Center                              0.02000         0.01000         0.00130                           0.03130
55         Boulder Palms Apartments                        0.02000         0.01000         0.00130                           0.03130
56         Dave and Buster's                               0.02000         0.01000         0.00130                           0.03130
57         SONO at Marshall & North                        0.03000         0.01000         0.00130                           0.04130
           Main Streets
58         Plaza Del Mar                                   0.02000         0.01000         0.00130                           0.03130
59         316 Courtland Avenue                            0.02000         0.01000         0.00130                           0.03130
60         San Pedro Medical Center                        0.02000         0.01000         0.00130                           0.03130
61         Decatur Twain Shopping Center                   0.02000         0.01000         0.00130                           0.03130
62         Halekuai Center                                 0.02000         0.01000         0.00130                           0.03130
63         Tamarack Apartments                             0.02000         0.01000         0.00130                           0.03130
64         Harcourt Club                                   0.00000         0.01000         0.00130                           0.06130
65         Ocoee Town Square                               0.02000         0.01000         0.00130                           0.03130
66         Recker Brown Center                             0.02000         0.01000         0.00130                           0.03130
67         Normandy Plaza                                  0.03000         0.01000         0.00130                           0.04130
68         Northridge Service Center - NSC 17              0.06000         0.01000         0.00130                           0.07130
69         Olympia Plaza                                   0.02000         0.01000         0.00130                           0.03130
70         Safeway Village at Rockrimmon                   0.02000         0.01000         0.00130                           0.03130
71         Corbin Office Center                            0.02000         0.01000         0.00130                           0.03130
72         Park Forest Apartments                          0.03000         0.01000         0.00130                           0.04130
73         Corners Apartments                              0.02000         0.01000         0.00130                           0.03130
74         Fiesta Mart - Dallas                            0.03000         0.01000         0.00130                           0.04130
75         HunterLab II                                    0.08000         0.01000         0.00130                           0.09130
76         Walgreens - New Brunswick                       0.02000         0.01000         0.00130                           0.03130
77         Center Medical Building                         0.02000         0.01000         0.00130                           0.03130
78         Walgreens - Chamblee                            0.02000         0.01000         0.00130                           0.03130
79         12800-12830 Seal Beach Boulevard                0.02000         0.01000         0.00130                           0.03130
80         Ontario Marketplace                             0.02000         0.01000         0.00130                           0.03130
81         24 Hour Fitness - Henderson, NV                 0.02000         0.01000         0.00130                           0.03130
82         Best Western Coral Inn & Suites                 0.03000         0.01000         0.00130                           0.04130
83         Mega Play Plaza                                 0.00000         0.01000         0.00130                           0.11130
84         Meridian Marketplace                            0.02000         0.01000         0.00130                           0.03130
85         1401 Walnut                                     0.02000         0.01000         0.00130                           0.03130
86         Trader Joes                                     0.06000         0.01000         0.00130                           0.07130
87         Linden Professional Tower                       0.03000         0.01000         0.00130                           0.04130
88         Bell Street Center                              0.00000         0.01000         0.00130                           0.11130
89         CVS - Homosassa                                 0.02000         0.01000         0.00130                           0.03130
90         Lyons Village Center                            0.02000         0.01000         0.00130                           0.03130
91         Wakarusa Market Place                           0.10000         0.01000         0.00130                           0.11130
92         Bridgeworks Industrial Center                   0.02000         0.01000         0.00130                           0.03130
93         Holiday Inn Express - Bishop                    0.02000         0.01000         0.00130                           0.03130
94         Auburn Business Center                          0.02000         0.01000         0.00130                           0.03130
95         Bell Plaza                                      0.08000         0.01000         0.00130                           0.09130
96         Lackland Self-Storage                           0.03000         0.01000         0.00130                           0.04130
97         Fairfield Inn by Marriott -                     0.03000         0.01000         0.00130                           0.04130
           Savannah Airport
98         Leawood Square                                  0.08000         0.01000         0.00130                           0.09130
99         Desert Colony Town Homes                        0.02000         0.01000         0.00130                           0.03130
100        Rosehill Center                                 0.08000         0.01000         0.00130                           0.09130
101        Wal-Mart Las Cruces                             0.02000         0.01000         0.00130                           0.03130
102        Jennings Road Self Storage                      0.02000         0.01000         0.00130                           0.03130
103        Madison Meadows Apartments                      0.03000         0.01000         0.00130                           0.04130
104        24 Hour Fitness - Monrovia, CA                  0.02000         0.01000         0.00130                           0.03130
105        9821 South Eastern Avenue                       0.02000         0.01000         0.00130                           0.03130
106        Lions Gate Marketplace South                    0.08000         0.01000         0.00130                           0.09130
107        Walgreens Houston                               0.02000         0.01000         0.00130                           0.03130
108        Executive Hills Shops                           0.08000         0.01000         0.00130                           0.09130
109        Yorba Canyon Center - Office                    0.02000         0.01000         0.00130                           0.03130
110        Main Street Station                             0.08000         0.01000         0.00130                           0.09130
111        Roe 89 Center                                   0.08000         0.01000         0.00130                           0.09130

<CAPTION>

                                                              Net
                                                         Mortgage
                                                         Interest     Accrual                     Remaining     Maturity/     Amort
Loan #     Property Name                                     Rate     Type            Term             Term     ARD Date       Term
<S>        <C>                                             <C>        <C>              <C>              <C>     <C>             <C>
1          The Westchester                                 4.6588     Actual/360        60               60     6/1/2010          0
2          711 Third Avenue                                4.9587     Actual/360       120              120     6/1/2015          0
3          Queen Ka'ahumanu Center                         4.7907     Actual/360        60               60     6/8/2010          0
4          ACP Woodland Park I                             5.7987     Actual/360       120              120     6/8/2015        360
4.01       Plaza Ridge II                                                                               120
4.02       South Pointe II                                                                              120
4.03       South Pointe I                                                                               120
5          U-Haul Self Storage Portfolio I                 5.6507     Actual/360       121              121     7/1/2015        300
5.01       U-Haul Center Nanuet                                                        121              121                     300
5.02       U-Haul Mission Ave                                                          121              121                     300
5.03       U-Haul Center Fairbanks                                                     121              121                     300
5.04       U-Haul Ctr El Cajon                                                         121              121                     300
5.05       U-Haul Ctr Lakewood                                                         121              121                     300
5.06       U-Haul Rolling Acres                                                        121              121                     300
5.07       U-Haul West Maple                                                           121              121                     300
5.08       U-Haul Center Midlothian                                                    121              121                     300
5.09       U-Haul Ctr Blaine                                                           121              121                     300
5.10       U-Haul Center Bragg Blvd                                                    121              121                     300
5.11       U-Haul Ct Hillsboro                                                         121              121                     300
5.12       U-Haul Park Forest                                                          121              121                     300
5.13       U-Haul Ct Good Hope                                                         121              121                     300
5.14       U-Haul Waterford                                                            121              121                     300
5.15       U-Haul Ctr Ridge Rd                                                         121              121                     300
5.16       U-Haul Center Of Elizabeth                                                  121              121                     300
5.17       U-Haul Stevenson Drive                                                      121              121                     300
5.18       U-Haul Center Watertown                                                     121              121                     300
5.19       U-Haul Ctr Main St                                                          121              121                     300
5.20       U-Haul Schererville                                                         121              121                     300
5.21       U-Haul Noland I-70                                                          121              121                     300
5.22       U-Haul Berrien                                                              121              121                     300
5.23       U-Haul Center Of 64 East                                                    121              121                     300
5.24       U-Haul Little Creek                                                         121              121                     300
5.25       U-Haul Center Waukegan                                                      121              121                     300
5.26       U-Haul University                                                           121              121                     300
5.27       U-Haul Ct Genesee                                                           121              121                     300
5.28       U-Haul Academy Blvd                                                         121              121                     300
5.29       U-Haul Ctr Tustin                                                           121              121                     300
5.30       U-Haul Ct Main St                                                           121              121                     300
5.31       U-Haul Circle City                                                          121              121                     300
5.32       U-Haul Ctr Troy                                                             121              121                     300
5.33       U-Haul Keystone Pla                                                         121              121                     300
5.34       U-Haul Greenfield                                                           121              121                     300
5.35       U-Haul Frenchtown                                                           121              121                     300
5.36       U-Haul Transit Road                                                         121              121                     300
5.37       U-Haul Mayfield Rd                                                          121              121                     300
5.38       U-Haul Eastview                                                             121              121                     300
5.39       U-Haul Niagara Fall                                                         121              121                     300
5.40       U-Haul Ctr Cache Rd                                                         121              121                     300
5.41       U-Haul Ctr Midway                                                           121              121                     300
5.42       U-Haul Shadeland Av                                                         121              121                     300
5.43       U-Haul Ctr Columbia                                                         121              121                     300
5.44       U-Haul Ctr of Rome                                                          121              121                     300
5.45       U-Haul Ctr Baseline                                                         121              121                     300
5.46       U-Haul Ct Of Auburn                                                         121              121                     300
5.47       U-Haul Center N Freeway                                                     121              121                     300
5.48       U-Haul Ct Queen Cty                                                         121              121                     300
5.49       U-Haul Ctr Anmoore                                                          121              121                     300
5.50       U-Haul Center Janesville                                                    121              121                     300
5.51       U-Haul Ctr Fairview                                                         121              121                     300
5.52       U-Haul Center La Crosse                                                     121              121                     300
5.53       U-Haul Ct Roswell                                                           121              121                     300
5.54       U-Haul Crossroads                                                           121              121                     300
6          HSA Industrial Portfolio I                      5.6137     Actual/360       120              120     6/8/2015        360
6.01       EGL Eagle Global Logistics                                                                   120
6.02       Kellogg Sales Company Buildings                                                              120
6.03       The Gap, Inc. Building                                                                       120
6.04       Eagle USA Airfreight, Inc.                                                                   120
6.05       MBM Foods Building                                                                           120
6.06       Hammacher Schlemmer & Co.                                                                    120
6.07       Sears Logistics Services, Inc.                                                               120
6.08       Georgesville Commerce Center Building                                                        120
6.09       Sears Logistics Services, Inc.                                                               120
7          Norfolk Waterside Marriott                      6.3337     Actual/360       120              111     9/1/2014        300
8          Prium Office Portfolio II                       5.4187     Actual/360       120              112     10/1/2014       360
8.01       Lacey DSHS                                                                  120              112                     360
8.02       Lacey Revenue                                                               120              112                     360
8.03       Capitol Building                                                            120              112                     360
8.04       Attorney General Building                                                   120              112                     360
8.05       Wenatchee II                                                                120              112                     360
8.06       Moses Lake Building                                                         120              112                     360
8.07       Department of Corrections                                                   120              112                     360
8.08       Seattle West                                                                120              112                     360
8.09       Wenatchee I                                                                 120              112                     360
8.10       Chehalis Building                                                           120              112                     360
8.11       Department of Licensing                                                     120              112                     360
9          The Mansions at Canyon Springs                  5.1087     Actual/360        84               84     6/1/2012        360
           Country Club Apartments
10         Webster Place Shopping Center                   5.5987     Actual/360       120              119     5/8/2015        360
11         Tharaldson Portfolio IIB                        5.2067     Actual/360       120              117     3/8/2015        240
11.01      Homewood Suites by Hilton - Grapevine                                                        117
11.02      Residence Inn by Marriott - Houston                                                          117
11.03      Courtyard by Marriott - Houston                                                              117
11.04      Hampton Inn - Rancho Cordova                                                                 117
11.05      Niles Fairfield Inn - Warren                                                                 117
11.06      Residence Inn by Marriott - Independence                                                     117
11.07      Residence Inn by Marriott -                                                                  117
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale                                                          117
11.09      Fairfield Inn and Suites - Kansas City                                                       117
11.10      Fairfield Inn by Marriott - Independence                                                     117
12         The Villas of Sage Creek Apartments             5.2487     Actual/360       120              118     4/1/2015        360
13         Murrieta Town Center                            5.1587     Actual/360       121              121     7/1/2015        360
14         West Valley Medical                             5.5287     Actual/360       120              120     6/8/2015        360
15         Forest Lake Estates                             6.0937     Actual/360       120              119     5/1/2015        360
16         Tharaldson Portfolio IIA                        5.2067     Actual/360       120              117     3/8/2015        240
16.01      Fairfield Inn by Marriott - Roseville                                                        117
16.02      Homewood Suites by Hilton - Dallas                                                           117
16.03      Hampton Inn - Shawnee                                                                        117
16.04      Fairfield Inn - Cheyenne                                                                     117
16.05      Springhill Suites by Marriott - Phoenix                                                      117
16.06      Fairfield Inn and Suites - Naperville                                                        117
16.07      Hawthorne Suites - Naperville                                                                117
16.08      TownePlace Suites - Phoenix                                                                  117
16.09      Fairfield Inn - Racine                                                                       117
16.10      Sleep Inn - Missoula                                                                         117
16.11      Leased Fee Interest - Bloomingdale                                                           117
           Courtyard
16.12      Leased Fee Interest - Bloomingdale                                                           117
           Residence Inn
16.13      Leased Fee Interest - Kansas City                                                            117
           Fairfield Inn
17         Penney's Plaza                                  5.2847     Actual/360       120              120     6/1/2015        360
18         Missouri Falls                                  5.4727     Actual/360       120              119     5/1/2015        360
19         Willow Creek Retail Center                      5.2537     Actual/360       120              119     5/1/2015        360
20         Barron's Gate at Woodbridge                     4.8217     Actual/360       120              118     4/1/2015        360
21         Holy Cross Medical Center                       5.6787     Actual/360       120              118     4/8/2015        360
22         North Hills Shopping Center                     5.3163     Actual/360       120              117     3/1/2015        360
23         Hilton Garden Inn - Fairfax                     5.9617     Actual/360       120              119     5/1/2015        300
24         8501 West Higgins                               5.7112     Actual/360        60               59     5/1/2010        360
25         Hilton Tampa Bay/North Redington                6.0087     Actual/360       120              119     5/1/2015        300
           Beach Resort
26         Maricopa Fiesta Shopping Center                 5.0487     Actual/360       120              116     2/1/2015        360
27         First National Bank of Arizona                  5.5287     Actual/360       120              119     5/8/2015        300
           Headquarters
28         Dulles Creek                                    5.4487     Actual/360        60               58     4/8/2010        360
29         Tuscany at McCormick Ranch                      6.0287     Actual/360       117              117     3/8/2015        360
30         Home Depot                                      5.4287     Actual/360        84               82     4/8/2012        360
31         River Drive Center 3                            5.0387     Actual/360       120              119     5/1/2015        360
32         844 Front Street                                5.7017     Actual/360       120              119     5/1/2015        360
33         Briarcliff III Office Building                  5.2187     Actual/360       120              120     6/1/2015        360
34         Park N Go                                       5.9787     Actual/360       120              118     4/1/2015        300
35         Northridge Service Center - NSC 10              5.6187     Actual/360       120              120     6/1/2015        360
36         Diamond Bar Village Center                      5.2587     Actual/360       120              118     4/1/2015        360
37         The Village at Schneithorst's                   5.8242     Actual/360       120              119     5/1/2015        318
38         West Ridge Corporate Campus                     5.4387     Actual/360       121              121     7/1/2015        360
39         Van Buren Plaza                                 5.2307     Actual/360        60               60     6/1/2010        360
40         Serendipity                                     5.5937     Actual/360       120              120     6/1/2015        360
41         Fiesta Mart - Austin                            5.2387     Actual/360       120              118     4/1/2015        360
42         Big Curve Shopping Center                       5.5817     Actual/360       120              119     5/1/2015        360
43         Occidental Business Center                      5.2647     Actual/360        60               59     5/1/2010        360
44         Holiday Inn Express - Hauppauge                 5.6697     Actual/360       120              118     4/1/2015        300
45         Oceanside Retail Center                         5.1787     Actual/360       120              117     3/1/2015        360
46         Courtyards Apartments                           5.0587     Actual/360       120              118     4/1/2015        360
47         Yorba Canyon Center - Retail                    5.1387     Actual/360       120              119     5/1/2015        360
48         Hilton Garden Inn - Boca Raton                  5.9617     Actual/360       120              119     5/1/2015        300
49         Aurora Square                                   5.3059     Actual/360       120              120     6/1/2015        360
50         Carmax Louisville Kentucky                      6.2637     Actual/360       120              119     5/1/2015        360
51         Hilton Garden Inn - Miramar                     5.9617     Actual/360       120              119     5/1/2015        300
52         Arcadia Del Sol                                 5.4587     Actual/360       120              119     5/8/2015        360
53         Staybridge Suites - Bloomington                 5.6387     Actual/360       120              119     5/1/2015        300
54         Casa Grande Center                              5.5787     Actual/360       120              117     3/8/2015        360
55         Boulder Palms Apartments                        5.8787     Actual/360       120              118     4/8/2015        360
56         Dave and Buster's                               5.4187     Actual/360       120              120     6/8/2015        360
57         SONO at Marshall & North                        5.5587     Actual/360       120              117     3/1/2015        360
           Main Streets
58         Plaza Del Mar                                   5.4087     Actual/360       120              118     4/1/2015        360
59         316 Courtland Avenue                            5.4512     Actual/360       120              119     5/8/2015        360
60         San Pedro Medical Center                        5.6087     Actual/360       120              118     4/8/2015        360
61         Decatur Twain Shopping Center                   5.2937     Actual/360       120              117     3/1/2015        360
62         Halekuai Center                                 5.1657     Actual/360       120              119     5/1/2015        360
63         Tamarack Apartments                             5.3687     Actual/360       120              118     4/8/2015        360
64         Harcourt Club                                   6.0147     Actual/360        84               84     6/1/2012        360
65         Ocoee Town Square                               5.3087     Actual/360       120              116     2/1/2015        360
66         Recker Brown Center                             5.5707     Actual/360       120              117     3/8/2015        360
67         Normandy Plaza                                  5.6987     Actual/360       121              121     7/1/2015        360
68         Northridge Service Center - NSC 17              5.6187     Actual/360       120              120     6/1/2015        360
69         Olympia Plaza                                   5.7587     Actual/360       120              119     5/1/2015        300
70         Safeway Village at Rockrimmon                   5.4586     Actual/360       120              119     5/1/2015        360
71         Corbin Office Center                            5.6487     Actual/360       120              119     5/8/2015        360
72         Park Forest Apartments                          5.2187     Actual/360       120              118     4/1/2015        300
73         Corners Apartments                              5.5287     Actual/360       120              118     4/8/2015        360
74         Fiesta Mart - Dallas                            5.3687     Actual/360       120              118     4/1/2015        360
75         HunterLab II                                    5.6587     Actual/360       120              118     4/1/2015        360
76         Walgreens - New Brunswick                       5.5037     Actual/360       120              119     5/1/2015        360
77         Center Medical Building                         5.4587     Actual/360       120              120     6/8/2015        360
78         Walgreens - Chamblee                            5.4793     Actual/360       120              120     6/1/2015        360
79         12800-12830 Seal Beach Boulevard                5.1867     Actual/360       120              120     6/1/2015        360
80         Ontario Marketplace                             5.4567     Actual/360       120              116     2/1/2015        360
81         24 Hour Fitness - Henderson, NV                 5.4187     Actual/360       120              120     6/8/2015        360
82         Best Western Coral Inn & Suites                 6.2287     Actual/360       120              119     5/1/2015        300
83         Mega Play Plaza                                 5.3967     Actual/360       120              120     6/1/2015        360
84         Meridian Marketplace                            5.5097     Actual/360       120              117     3/1/2015        360
85         1401 Walnut                                     5.6857     Actual/360        96               94     4/1/2013          0
86         Trader Joes                                     5.4087     Actual/360       120              119     5/1/2015        360
87         Linden Professional Tower                       5.6587     Actual/360       180              179     5/1/2020        180
88         Bell Street Center                              5.1547     Actual/360       120              120     6/1/2015        360
89         CVS - Homosassa                                 5.3887     Actual/360       120              118     4/8/2015        360
90         Lyons Village Center                            5.6687     Actual/360       120              119     5/8/2015        336
91         Wakarusa Market Place                           6.1887     Actual/360       120              114     12/1/2014       300
92         Bridgeworks Industrial Center                   5.7487     Actual/360       120              120     6/8/2015        300
93         Holiday Inn Express - Bishop                    6.2187     Actual/360       120              120     6/1/2015        300
94         Auburn Business Center                          5.5087     Actual/360       120              117     3/8/2015        360
95         Bell Plaza                                      5.6487     Actual/360       120              119     5/1/2015        360
96         Lackland Self-Storage                           5.2487     Actual/360       132              130     4/1/2016        132
97         Fairfield Inn by Marriott -                     6.2287     Actual/360       120              118     4/1/2015        300
           Savannah Airport
98         Leawood Square                                  5.5887     Actual/360       120              118     4/1/2015        360
99         Desert Colony Town Homes                        5.6987     Actual/360       120              119     5/8/2015        360
100        Rosehill Center                                 5.5887     Actual/360       120              118     4/1/2015        360
101        Wal-Mart Las Cruces                             4.7187     Actual/360       120              118     4/1/2015        120
102        Jennings Road Self Storage                      5.1687     Actual/360       121              121     7/1/2015        360
103        Madison Meadows Apartments                      5.9687     Actual/360       156              155     5/1/2018        360
104        24 Hour Fitness - Monrovia, CA                  5.4187     Actual/360       120              120     6/8/2015        360
105        9821 South Eastern Avenue                       5.5277     Actual/360       120              116     2/1/2015        330
106        Lions Gate Marketplace South                    5.3387     Actual/360       120              117     3/1/2015        360
107        Walgreens Houston                               5.6947     Actual/360       120              120     6/1/2015        360
108        Executive Hills Shops                           5.3387     Actual/360       120              117     3/1/2015        360
109        Yorba Canyon Center - Office                    5.1387     Actual/360       120              119     5/1/2015        360
110        Main Street Station                             5.6887     Actual/360       120              118     4/1/2015        300
111        Roe 89 Center                                   5.6887     Actual/360       120              118     4/1/2015        300

<CAPTION>

                                                          Remaining                         ARD        ARD Step
Loan #     Property Name                                 Amort Term      Title Type         (Y/N)      Up (%)
<S>        <C>                                                 <C>       <C>                <C>        <C>
1          The Westchester                                        0      Fee/Leasehold      No
2          711 Third Avenue                                       0      Fee/Leasehold      No
3          Queen Ka'ahumanu Center                                0      Fee                No
4          ACP Woodland Park I                                  360      Fee                No
4.01       Plaza Ridge II                                                Fee                No
4.02       South Pointe II                                               Fee                No
4.03       South Pointe I                                                Fee                No
5          U-Haul Self Storage Portfolio I                      300      Fee                No
5.01       U-Haul Center Nanuet                                 300      Fee
5.02       U-Haul Mission Ave                                   300      Fee
5.03       U-Haul Center Fairbanks                              300      Fee
5.04       U-Haul Ctr El Cajon                                  300      Fee
5.05       U-Haul Ctr Lakewood                                  300      Fee
5.06       U-Haul Rolling Acres                                 300      Fee
5.07       U-Haul West Maple                                    300      Fee
5.08       U-Haul Center Midlothian                             300      Fee
5.09       U-Haul Ctr Blaine                                    300      Fee
5.10       U-Haul Center Bragg Blvd                             300      Fee
5.11       U-Haul Ct Hillsboro                                  300      Fee
5.12       U-Haul Park Forest                                   300      Fee
5.13       U-Haul Ct Good Hope                                  300      Fee
5.14       U-Haul Waterford                                     300      Fee
5.15       U-Haul Ctr Ridge Rd                                  300      Fee
5.16       U-Haul Center Of Elizabeth                           300      Fee
5.17       U-Haul Stevenson Drive                               300      Fee
5.18       U-Haul Center Watertown                              300      Fee
5.19       U-Haul Ctr Main St                                   300      Fee
5.20       U-Haul Schererville                                  300      Fee
5.21       U-Haul Noland I-70                                   300      Fee
5.22       U-Haul Berrien                                       300      Fee
5.23       U-Haul Center Of 64 East                             300      Fee
5.24       U-Haul Little Creek                                  300      Fee
5.25       U-Haul Center Waukegan                               300      Fee
5.26       U-Haul University                                    300      Fee
5.27       U-Haul Ct Genesee                                    300      Fee
5.28       U-Haul Academy Blvd                                  300      Fee
5.29       U-Haul Ctr Tustin                                    300      Fee
5.30       U-Haul Ct Main St                                    300      Fee
5.31       U-Haul Circle City                                   300      Fee
5.32       U-Haul Ctr Troy                                      300      Fee
5.33       U-Haul Keystone Pla                                  300      Fee
5.34       U-Haul Greenfield                                    300      Fee
5.35       U-Haul Frenchtown                                    300      Fee
5.36       U-Haul Transit Road                                  300      Fee
5.37       U-Haul Mayfield Rd                                   300      Fee
5.38       U-Haul Eastview                                      300      Fee
5.39       U-Haul Niagara Fall                                  300      Fee
5.40       U-Haul Ctr Cache Rd                                  300      Fee
5.41       U-Haul Ctr Midway                                    300      Fee
5.42       U-Haul Shadeland Av                                  300      Fee
5.43       U-Haul Ctr Columbia                                  300      Fee
5.44       U-Haul Ctr of Rome                                   300      Fee
5.45       U-Haul Ctr Baseline                                  300      Fee
5.46       U-Haul Ct Of Auburn                                  300      Fee
5.47       U-Haul Center N Freeway                              300      Fee
5.48       U-Haul Ct Queen Cty                                  300      Fee
5.49       U-Haul Ctr Anmoore                                   300      Fee
5.50       U-Haul Center Janesville                             300      Fee
5.51       U-Haul Ctr Fairview                                  300      Fee
5.52       U-Haul Center La Crosse                              300      Fee
5.53       U-Haul Ct Roswell                                    300      Fee
5.54       U-Haul Crossroads                                    300      Fee
6          HSA Industrial Portfolio I                           360      Fee                No
6.01       EGL Eagle Global Logistics                                    Fee                No
6.02       Kellogg Sales Company Buildings                               Fee                No
6.03       The Gap, Inc. Building                                        Fee                No
6.04       Eagle USA Airfreight, Inc.                                    Fee                No
6.05       MBM Foods Building                                            Fee                No
6.06       Hammacher Schlemmer & Co.                                     Fee                No
6.07       Sears Logistics Services, Inc.                                Fee                No
6.08       Georgesville Commerce Center Building                         Fee                No
6.09       Sears Logistics Services, Inc.                                Fee                No
7          Norfolk Waterside Marriott                           291      Leasehold          No
8          Prium Office Portfolio II                            352      Fee                No
8.01       Lacey DSHS                                           352      Fee
8.02       Lacey Revenue                                        352      Fee
8.03       Capitol Building                                     352      Fee
8.04       Attorney General Building                            352      Fee
8.05       Wenatchee II                                         352      Fee
8.06       Moses Lake Building                                  352      Fee
8.07       Department of Corrections                            352      Fee
8.08       Seattle West                                         352      Fee
8.09       Wenatchee I                                          352      Fee
8.10       Chehalis Building                                    352      Fee
8.11       Department of Licensing                              352      Fee
9          The Mansions at Canyon Springs                       360      Fee                No
           Country Club Apartments
10         Webster Place Shopping Center                        360      Fee                No
11         Tharaldson Portfolio IIB                             237      Various            No
11.01      Homewood Suites by Hilton - Grapevine                         Fee                No
11.02      Residence Inn by Marriott - Houston                           Fee                No
11.03      Courtyard by Marriott - Houston                               Fee                No
11.04      Hampton Inn - Rancho Cordova                                  Fee                No
11.05      Niles Fairfield Inn - Warren                                  Fee                No
11.06      Residence Inn by Marriott - Independence                      Fee                No
11.07      Residence Inn by Marriott -                                   Leasehold          No
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale                           Leasehold          No
11.09      Fairfield Inn and Suites - Kansas City                        Leasehold          No
11.10      Fairfield Inn by Marriott - Independence                      Fee                No
12         The Villas of Sage Creek Apartments                  360      Fee                No
13         Murrieta Town Center                                 360      Fee                No
14         West Valley Medical                                  360      Fee                No
15         Forest Lake Estates                                  359      Fee                No
16         Tharaldson Portfolio IIA                             237      Fee                No
16.01      Fairfield Inn by Marriott - Roseville                         Fee                No
16.02      Homewood Suites by Hilton - Dallas                            Fee                No
16.03      Hampton Inn - Shawnee                                         Fee                No
16.04      Fairfield Inn - Cheyenne                                      Fee                No
16.05      Springhill Suites by Marriott - Phoenix                       Fee                No
16.06      Fairfield Inn and Suites - Naperville                         Fee                No
16.07      Hawthorne Suites - Naperville                                 Fee                No
16.08      TownePlace Suites - Phoenix                                   Fee                No
16.09      Fairfield Inn - Racine                                        Fee                No
16.10      Sleep Inn - Missoula                                          Fee                No
16.11      Leased Fee Interest - Bloomingdale                            Fee                No
           Courtyard
16.12      Leased Fee Interest - Bloomingdale                            Fee                No
           Residence Inn
16.13      Leased Fee Interest - Kansas City                             Fee                No
           Fairfield Inn
17         Penney's Plaza                                       360      Fee                No
18         Missouri Falls                                       360      Fee/Leasehold      No
19         Willow Creek Retail Center                           360      Fee                No
20         Barron's Gate at Woodbridge                          358      Fee                No
21         Holy Cross Medical Center                            360      Fee                No
22         North Hills Shopping Center                          360      Fee                No
23         Hilton Garden Inn - Fairfax                          299      Fee                No
24         8501 West Higgins                                    359      Fee                No
25         Hilton Tampa Bay/North Redington                     300      Fee                No
           Beach Resort
26         Maricopa Fiesta Shopping Center                      360      Fee                No
27         First National Bank of Arizona                       299      Fee                No
           Headquarters
28         Dulles Creek                                         360      Fee                Yes        Greater of: (i) Initial Note
                                                                                                       Rate plus 5.0% or (ii)
                                                                                                       Treasury Rate plus 6.3%.
29         Tuscany at McCormick Ranch                           360      Fee                No
30         Home Depot                                           358      Fee                No
31         River Drive Center 3                                 359      Fee                No
32         844 Front Street                                     359      Fee                No
33         Briarcliff III Office Building                       360      Fee                No
34         Park N Go                                            298      Fee                No
35         Northridge Service Center - NSC 10                   360      Fee                No
36         Diamond Bar Village Center                           360      Fee                No
37         The Village at Schneithorst's                        317      Fee                No
38         West Ridge Corporate Campus                          360      Fee                No
39         Van Buren Plaza                                      360      Fee                No
40         Serendipity                                          360      Fee                No
41         Fiesta Mart - Austin                                 358      Fee                No
42         Big Curve Shopping Center                            359      Fee                No
43         Occidental Business Center                           360      Fee                No
44         Holiday Inn Express - Hauppauge                      298      Fee                No
45         Oceanside Retail Center                              360      Fee                No
46         Courtyards Apartments                                360      Fee                No
47         Yorba Canyon Center - Retail                         360      Fee                No
48         Hilton Garden Inn - Boca Raton                       299      Fee                No
49         Aurora Square                                        360      Fee                No
50         Carmax Louisville Kentucky                           360      Fee                Yes        Interest Rate plus 2%
51         Hilton Garden Inn - Miramar                          299      Fee                No
52         Arcadia Del Sol                                      360      Fee                No
53         Staybridge Suites - Bloomington                      299      Fee                No
54         Casa Grande Center                                   357      Fee                No
55         Boulder Palms Apartments                             360      Fee                No
56         Dave and Buster's                                    360      Leasehold          Yes        Greater of: (i) Initial Note
                                                                                                       Rate plus 5.0% or (ii)
                                                                                                       Treasury Rate plus 6.25%.
57         SONO at Marshall & North                             357      Fee                No
           Main Streets
58         Plaza Del Mar                                        358      Fee                No
59         316 Courtland Avenue                                 359      Fee                No
60         San Pedro Medical Center                             360      Fee                No
61         Decatur Twain Shopping Center                        357      Fee                No
62         Halekuai Center                                      360      Leasehold          No
63         Tamarack Apartments                                  360      Fee                No
64         Harcourt Club                                        360      Fee                No
65         Ocoee Town Square                                    356      Fee                No
66         Recker Brown Center                                  357      Fee                No
67         Normandy Plaza                                       360      Fee                No
68         Northridge Service Center - NSC 17                   360      Leasehold          No
69         Olympia Plaza                                        299      Fee                No
70         Safeway Village at Rockrimmon                        360      Fee                No
71         Corbin Office Center                                 359      Fee                No
72         Park Forest Apartments                               298      Fee                No
73         Corners Apartments                                   358      Fee                No
74         Fiesta Mart - Dallas                                 360      Fee                No
75         HunterLab II                                         360      Fee                No
76         Walgreens - New Brunswick                            359      Leasehold          No
77         Center Medical Building                              360      Fee                No
78         Walgreens - Chamblee                                 360      Fee                Yes        Interest Rate plus 2%
79         12800-12830 Seal Beach Boulevard                     360      Fee                No
80         Ontario Marketplace                                  356      Fee                No
81         24 Hour Fitness - Henderson, NV                      360      Fee                Yes        Greater of: (i) Initial Note
                                                                                                       Rate plus 5.0% or (ii)
                                                                                                       Treasury Rate plus 6.25%.
82         Best Western Coral Inn & Suites                      299      Fee                No
83         Mega Play Plaza                                      360      Fee                No
84         Meridian Marketplace                                 360      Fee                No
85         1401 Walnut                                            0      Fee                No
86         Trader Joes                                          360      Fee                No
87         Linden Professional Tower                            179      Fee                No
88         Bell Street Center                                   360      Fee                No
89         CVS - Homosassa                                      360      Fee                No
90         Lyons Village Center                                 335      Fee                No
91         Wakarusa Market Place                                294      Fee                No
92         Bridgeworks Industrial Center                        300      Fee                No
93         Holiday Inn Express - Bishop                         300      Fee                No
94         Auburn Business Center                               357      Fee                No
95         Bell Plaza                                           359      Fee                No
96         Lackland Self-Storage                                130      Fee                No
97         Fairfield Inn by Marriott -                          298      Fee                No
           Savannah Airport
98         Leawood Square                                       358      Fee                No
99         Desert Colony Town Homes                             359      Fee                No
100        Rosehill Center                                      358      Fee                No
101        Wal-Mart Las Cruces                                  118      Fee                No
102        Jennings Road Self Storage                           360      Fee                No
103        Madison Meadows Apartments                           359      Fee                No
104        24 Hour Fitness - Monrovia, CA                       360      Fee                Yes        Greater of: (i) Initial Note
                                                                                                       Rate plus 5.0% or (ii)
                                                                                                       Treasury Rate plus 6.25%.
105        9821 South Eastern Avenue                            326      Fee                No
106        Lions Gate Marketplace South                         357      Fee                No
107        Walgreens Houston                                    360      Fee                No
108        Executive Hills Shops                                357      Fee                No
109        Yorba Canyon Center - Office                         360      Fee                No
110        Main Street Station                                  298      Fee                No
111        Roe 89 Center                                        298      Fee                No

<CAPTION>

                                                        Environmental      Environmental          Cross-             Cross-
Loan #     Property Name                                Report Type        Insurance (Y/N)        Defaulted          Collateralized
<S>        <C>                                          <C>                <C>                    <C>                <C>
1          The Westchester                              Phase I            No
2          711 Third Avenue                             Phase I            No
3          Queen Ka'ahumanu Center                      Phase I            No
4          ACP Woodland Park I                          Phase I            No
4.01       Plaza Ridge II                               Phase I            No
4.02       South Pointe II                              Phase I            No
4.03       South Pointe I                               Phase I            No
5          U-Haul Self Storage Portfolio I              Phase I            No
5.01       U-Haul Center Nanuet                         Phase I            No
5.02       U-Haul Mission Ave                           Phase I            No
5.03       U-Haul Center Fairbanks                      Phase I            No
5.04       U-Haul Ctr El Cajon                          Phase I            No
5.05       U-Haul Ctr Lakewood                          Phase I            No
5.06       U-Haul Rolling Acres                         Phase I            No
5.07       U-Haul West Maple                            Phase I            No
5.08       U-Haul Center Midlothian                     Phase I            No
5.09       U-Haul Ctr Blaine                            Phase I            No
5.10       U-Haul Center Bragg Blvd                     Phase I            No
5.11       U-Haul Ct Hillsboro                          Phase I            No
5.12       U-Haul Park Forest                           Phase I            No
5.13       U-Haul Ct Good Hope                          Phase I            No
5.14       U-Haul Waterford                             Phase I            No
5.15       U-Haul Ctr Ridge Rd                          Phase I            No
5.16       U-Haul Center Of Elizabeth                   Phase I            No
5.17       U-Haul Stevenson Drive                       Phase I            No
5.18       U-Haul Center Watertown                      Phase I            No
5.19       U-Haul Ctr Main St                           Phase I            No
5.20       U-Haul Schererville                          Phase I            No
5.21       U-Haul Noland I-70                           Phase I            No
5.22       U-Haul Berrien                               Phase I            No
5.23       U-Haul Center Of 64 East                     Phase I            No
5.24       U-Haul Little Creek                          Phase I            No
5.25       U-Haul Center Waukegan                       Phase I            No
5.26       U-Haul University                            Phase I            No
5.27       U-Haul Ct Genesee                            Phase I            No
5.28       U-Haul Academy Blvd                          Phase I            No
5.29       U-Haul Ctr Tustin                            Phase I            No
5.30       U-Haul Ct Main St                            Phase I            No
5.31       U-Haul Circle City                           Phase I            No
5.32       U-Haul Ctr Troy                              Phase I            No
5.33       U-Haul Keystone Pla                          Phase I            No
5.34       U-Haul Greenfield                            Phase I            No
5.35       U-Haul Frenchtown                            Phase I            No
5.36       U-Haul Transit Road                          Phase I            No
5.37       U-Haul Mayfield Rd                           Phase I            No
5.38       U-Haul Eastview                              Phase I            No
5.39       U-Haul Niagara Fall                          Phase I            No
5.40       U-Haul Ctr Cache Rd                          Phase I            No
5.41       U-Haul Ctr Midway                            Phase I            No
5.42       U-Haul Shadeland Av                          Phase I            No
5.43       U-Haul Ctr Columbia                          Phase I            No
5.44       U-Haul Ctr of Rome                           Phase I            No
5.45       U-Haul Ctr Baseline                          Phase I            No
5.46       U-Haul Ct Of Auburn                          Phase I            No
5.47       U-Haul Center N Freeway                      Phase I            No
5.48       U-Haul Ct Queen Cty                          Phase I            No
5.49       U-Haul Ctr Anmoore                           Phase I            No
5.50       U-Haul Center Janesville                     Phase I            No
5.51       U-Haul Ctr Fairview                          Phase I            No
5.52       U-Haul Center La Crosse                      Phase I            No
5.53       U-Haul Ct Roswell                            Phase I            No
5.54       U-Haul Crossroads                            Phase I            No
6          HSA Industrial Portfolio I                   Phase I            No
6.01       EGL Eagle Global Logistics                   Phase I            No
6.02       Kellogg Sales Company Buildings              Phase I            No
6.03       The Gap, Inc. Building                       Phase I            No
6.04       Eagle USA Airfreight, Inc.                   Phase I            No
6.05       MBM Foods Building                           Phase I            No
6.06       Hammacher Schlemmer & Co.                    Phase I            No
6.07       Sears Logistics Services, Inc.               Phase I            No
6.08       Georgesville Commerce Center Building        Phase I            No
6.09       Sears Logistics Services, Inc.               Phase I            No
7          Norfolk Waterside Marriott                   Phase I            No
8          Prium Office Portfolio II                    Phase I            No
8.01       Lacey DSHS                                   Phase I            No
8.02       Lacey Revenue                                Phase I            No
8.03       Capitol Building                             Phase I            No
8.04       Attorney General Building                    Phase I            No
8.05       Wenatchee II                                 Phase I            No
8.06       Moses Lake Building                          Phase I            No
8.07       Department of Corrections                    Phase I            No
8.08       Seattle West                                 Phase I            No
8.09       Wenatchee I                                  Phase I            No
8.10       Chehalis Building                            Phase I            No
8.11       Department of Licensing                      Phase I            No
9          The Mansions at Canyon Springs               Phase I            No
           Country Club Apartments
10         Webster Place Shopping Center                Phase I            No
11         Tharaldson Portfolio IIB                     Phase I            No
11.01      Homewood Suites by Hilton - Grapevine        Phase I            No
11.02      Residence Inn by Marriott - Houston          Phase I            No
11.03      Courtyard by Marriott - Houston              Phase I            No
11.04      Hampton Inn - Rancho Cordova                 Phase I            No
11.05      Niles Fairfield Inn - Warren                 Phase I            No
11.06      Residence Inn by Marriott - Independence     Phase I            No
11.07      Residence Inn by Marriott -                  Phase I            No
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale          Phase I            No
11.09      Fairfield Inn and Suites - Kansas City       Phase I            No
11.10      Fairfield Inn by Marriott - Independence     Phase I            No
12         The Villas of Sage Creek Apartments          Phase I            No
13         Murrieta Town Center                         Phase I            No
14         West Valley Medical                          Phase I            No
15         Forest Lake Estates                          Phase I            No
16         Tharaldson Portfolio IIA                     Phase I            No
16.01      Fairfield Inn by Marriott - Roseville        Phase I            No
16.02      Homewood Suites by Hilton - Dallas           Phase I            No
16.03      Hampton Inn - Shawnee                        Phase I            No
16.04      Fairfield Inn - Cheyenne                     Phase I            No
16.05      Springhill Suites by Marriott - Phoenix      Phase I            No
16.06      Fairfield Inn and Suites - Naperville        Phase I            No
16.07      Hawthorne Suites - Naperville                Phase I            No
16.08      TownePlace Suites - Phoenix                  Phase I            No
16.09      Fairfield Inn - Racine                       Phase I            No
16.10      Sleep Inn - Missoula                         Phase I            No
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                               Phase I            No
18         Missouri Falls                               Phase I            No
19         Willow Creek Retail Center                   Phase I            No
20         Barron's Gate at Woodbridge                  Phase I            No
21         Holy Cross Medical Center                    Phase I            No
22         North Hills Shopping Center                  Phase I            No
23         Hilton Garden Inn - Fairfax                  Phase I            No
24         8501 West Higgins                            Phase I            No
25         Hilton Tampa Bay/North Redington             Phase I            No
           Beach Resort
26         Maricopa Fiesta Shopping Center              Phase I            No
27         First National Bank of Arizona               Phase I            No
           Headquarters
28         Dulles Creek                                 Phase I            No
29         Tuscany at McCormick Ranch                   Phase I            No
30         Home Depot                                   Phase I            No
31         River Drive Center 3                         Phase I            No
32         844 Front Street                             Phase I            No
33         Briarcliff III Office Building               Phase I            No
34         Park N Go                                    Phase I            No
35         Northridge Service Center - NSC 10           Phase I            No                     Yes                Yes
36         Diamond Bar Village Center                   Phase I            No
37         The Village at Schneithorst's                Phase I            No
38         West Ridge Corporate Campus                  Phase I            No
39         Van Buren Plaza                              Phase I            No
40         Serendipity                                  Phase I            No
41         Fiesta Mart - Austin                         Phase I            No
42         Big Curve Shopping Center                    Phase I            No
43         Occidental Business Center                   Phase I            No
44         Holiday Inn Express - Hauppauge              Phase I            No
45         Oceanside Retail Center                      Phase I            No
46         Courtyards Apartments                        Phase I            No
47         Yorba Canyon Center - Retail                 Phase I            No                     Yes                Yes
48         Hilton Garden Inn - Boca Raton               Phase I            No
49         Aurora Square                                Phase I            No
50         Carmax Louisville Kentucky                   Phase I            No
51         Hilton Garden Inn - Miramar                  Phase I            No
52         Arcadia Del Sol                              Phase I            No
53         Staybridge Suites - Bloomington              Phase I            No
54         Casa Grande Center                           Phase I            No
55         Boulder Palms Apartments                     Phase I            No
56         Dave and Buster's                            Phase I            No                     Yes                Yes
57         SONO at Marshall & North                     Phase I            Yes
           Main Streets
58         Plaza Del Mar                                Phase I            No
59         316 Courtland Avenue                         Phase I            No
60         San Pedro Medical Center                     Phase I            No
61         Decatur Twain Shopping Center                Phase I            No
62         Halekuai Center                              Phase I            No
63         Tamarack Apartments                          Phase I            No
64         Harcourt Club                                Phase I            No
65         Ocoee Town Square                            Phase I            No
66         Recker Brown Center                          Phase I            No
67         Normandy Plaza                               Phase I            No
68         Northridge Service Center - NSC 17           Phase I            No                     Yes                Yes
69         Olympia Plaza                                Phase I            No
70         Safeway Village at Rockrimmon                Phase I            No
71         Corbin Office Center                         Phase I            No
72         Park Forest Apartments                       Phase I            No
73         Corners Apartments                           Phase I            No
74         Fiesta Mart - Dallas                         Phase I            No
75         HunterLab II                                 Phase I            No
76         Walgreens - New Brunswick                    Phase I            No
77         Center Medical Building                      Phase I            No
78         Walgreens - Chamblee                         Phase I            No
79         12800-12830 Seal Beach Boulevard             Phase I            No
80         Ontario Marketplace                          Phase I            No
81         24 Hour Fitness - Henderson, NV              Phase I            No                     Yes                Yes
82         Best Western Coral Inn & Suites              Phase I            No
83         Mega Play Plaza                              Phase I            No
84         Meridian Marketplace                         Phase I            No
85         1401 Walnut                                  Phase I            No
86         Trader Joes                                  Phase I            No
87         Linden Professional Tower                    Phase I            No
88         Bell Street Center                           Phase I            No
89         CVS - Homosassa                              Phase I            No
90         Lyons Village Center                         Phase I            No
91         Wakarusa Market Place                        Phase I            No
92         Bridgeworks Industrial Center                Phase I            No
93         Holiday Inn Express - Bishop                 Phase I            No
94         Auburn Business Center                       Phase I            No
95         Bell Plaza                                   Phase I            No
96         Lackland Self-Storage                        Phase I            No
97         Fairfield Inn by Marriott -                  Phase I            No
           Savannah Airport
98         Leawood Square                               Phase I            No
99         Desert Colony Town Homes                     Phase I            No
100        Rosehill Center                                                 Yes                    Yes                Yes
101        Wal-Mart Las Cruces                          Phase I            No
102        Jennings Road Self Storage                   Phase I            No
103        Madison Meadows Apartments                                      Yes
104        24 Hour Fitness - Monrovia, CA               Phase I            No                     Yes                Yes
105        9821 South Eastern Avenue                    Phase I            No
106        Lions Gate Marketplace South                 Phase I            No                     Yes                Yes
107        Walgreens Houston                            Phase I            No
108        Executive Hills Shops                        Phase I            No                     Yes                Yes
109        Yorba Canyon Center - Office                 Phase I            No                     Yes                Yes
110        Main Street Station                                             Yes                    Yes                Yes
111        Roe 89 Center                                                   Yes

<CAPTION>

                                                        Defeasance       Letter         Lockbox        Holdback       Upfront Eng.
Loan #     Property Name                                Allowed          of Credit      In-place       Amt                 Reserve
<S>        <C>                                          <C>              <C>            <C>            <C>              <C>
1          The Westchester                              Yes              No             Yes            No
2          711 Third Avenue                             Yes              No             Yes            No               409,227.50
3          Queen Ka'ahumanu Center                      Yes              No             Yes            No               280,000.00
4          ACP Woodland Park I                          Yes              No             Yes            Yes
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I              Yes              No             Yes            No               800,091.88
5.01       U-Haul Center Nanuet                                                                        No
5.02       U-Haul Mission Ave                                                                          No
5.03       U-Haul Center Fairbanks                                                                     No
5.04       U-Haul Ctr El Cajon                                                                         No
5.05       U-Haul Ctr Lakewood                                                                         No
5.06       U-Haul Rolling Acres                                                                        No
5.07       U-Haul West Maple                                                                           No
5.08       U-Haul Center Midlothian                                                                    No
5.09       U-Haul Ctr Blaine                                                                           No
5.10       U-Haul Center Bragg Blvd                                                                    No
5.11       U-Haul Ct Hillsboro                                                                         No
5.12       U-Haul Park Forest                                                                          No
5.13       U-Haul Ct Good Hope                                                                         No
5.14       U-Haul Waterford                                                                            No
5.15       U-Haul Ctr Ridge Rd                                                                         No
5.16       U-Haul Center Of Elizabeth                                                                  No
5.17       U-Haul Stevenson Drive                                                                      No
5.18       U-Haul Center Watertown                                                                     No
5.19       U-Haul Ctr Main St                                                                          No
5.20       U-Haul Schererville                                                                         No
5.21       U-Haul Noland I-70                                                                          No
5.22       U-Haul Berrien                                                                              No
5.23       U-Haul Center Of 64 East                                                                    No
5.24       U-Haul Little Creek                                                                         No
5.25       U-Haul Center Waukegan                                                                      No
5.26       U-Haul University                                                                           No
5.27       U-Haul Ct Genesee                                                                           No
5.28       U-Haul Academy Blvd                                                                         No
5.29       U-Haul Ctr Tustin                                                                           No
5.30       U-Haul Ct Main St                                                                           No
5.31       U-Haul Circle City                                                                          No
5.32       U-Haul Ctr Troy                                                                             No
5.33       U-Haul Keystone Pla                                                                         No
5.34       U-Haul Greenfield                                                                           No
5.35       U-Haul Frenchtown                                                                           No
5.36       U-Haul Transit Road                                                                         No
5.37       U-Haul Mayfield Rd                                                                          No
5.38       U-Haul Eastview                                                                             No
5.39       U-Haul Niagara Fall                                                                         No
5.40       U-Haul Ctr Cache Rd                                                                         No
5.41       U-Haul Ctr Midway                                                                           No
5.42       U-Haul Shadeland Av                                                                         No
5.43       U-Haul Ctr Columbia                                                                         No
5.44       U-Haul Ctr of Rome                                                                          No
5.45       U-Haul Ctr Baseline                                                                         No
5.46       U-Haul Ct Of Auburn                                                                         No
5.47       U-Haul Center N Freeway                                                                     No
5.48       U-Haul Ct Queen Cty                                                                         No
5.49       U-Haul Ctr Anmoore                                                                          No
5.50       U-Haul Center Janesville                                                                    No
5.51       U-Haul Ctr Fairview                                                                         No
5.52       U-Haul Center La Crosse                                                                     No
5.53       U-Haul Ct Roswell                                                                           No
5.54       U-Haul Crossroads                                                                           No
6          HSA Industrial Portfolio I                   Yes              No             Yes            No
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                   Yes              No             Yes            No
8          Prium Office Portfolio II                    Yes              No             Yes            No
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs               Yes              No             Yes            No               400,000.00
           Country Club Apartments
10         Webster Place Shopping Center                Yes              Yes            Yes            No
11         Tharaldson Portfolio IIB                     Yes              No             Yes            No
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments          No               No             No             No               400,000.00
13         Murrieta Town Center                         Yes              No             No             No
14         West Valley Medical                          Yes              No             Yes            No                19,900.00
15         Forest Lake Estates                          Yes              No             Yes            No
16         Tharaldson Portfolio IIA                     Yes              No             Yes            No
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                               Yes              No             No             No                30,375.00
18         Missouri Falls                               Yes              No             No             No
19         Willow Creek Retail Center                   Yes              No             Yes            Yes
20         Barron's Gate at Woodbridge                  Yes              No             No             No
21         Holy Cross Medical Center                    Yes              No             Yes            No                13,688.00
22         North Hills Shopping Center                  Yes              No             No             No                43,157.50
23         Hilton Garden Inn - Fairfax                  Yes              No             Yes            No
24         8501 West Higgins                            Yes              No             Yes            No
25         Hilton Tampa Bay/North Redington             No               No             No             No
           Beach Resort
26         Maricopa Fiesta Shopping Center              Yes              No             No             No
27         First National Bank of Arizona               Yes              No                            No
           Headquarters
28         Dulles Creek                                 Yes              No             Yes            No
29         Tuscany at McCormick Ranch                   Yes              No                            Yes
30         Home Depot                                   Yes              No             Yes            No               400,000.00
31         River Drive Center 3                         Yes              No             Yes            Yes
32         844 Front Street                             Yes              No             Yes            No
33         Briarcliff III Office Building               Yes              No             No             No
34         Park N Go                                    Yes              No             Yes            No                26,250.00
35         Northridge Service Center - NSC 10           No               No             Yes            No
36         Diamond Bar Village Center                   Yes              No             No             No
37         The Village at Schneithorst's                Yes              Yes            No             No
38         West Ridge Corporate Campus                  No               Yes            No             No                15,841.00
39         Van Buren Plaza                              Yes              No             No             No                57,827.50
40         Serendipity                                  Yes              No             No             No
41         Fiesta Mart - Austin                         Yes              No             Yes            No
42         Big Curve Shopping Center                    Yes              No             No             No
43         Occidental Business Center                   Yes              No             No             No               250,000.00
44         Holiday Inn Express - Hauppauge              Yes              Yes            Yes            No
45         Oceanside Retail Center                      Yes              No             Yes            No
46         Courtyards Apartments                        No               No             No             No
47         Yorba Canyon Center - Retail                 Yes              No             No             No                 7,812.50
48         Hilton Garden Inn - Boca Raton               Yes              No             Yes            No
49         Aurora Square                                Yes              No             No             No                13,238.00
50         Carmax Louisville Kentucky                   Yes              No             Yes            No
51         Hilton Garden Inn - Miramar                  Yes              No             Yes            No
52         Arcadia Del Sol                              Yes              No                            No                10,341.00
53         Staybridge Suites - Bloomington              Yes              No             No             No
54         Casa Grande Center                           Yes              No             Yes            No                 3,750.00
55         Boulder Palms Apartments                     Yes              No             Yes            No                12,689.00
56         Dave and Buster's                            Yes              No             Yes            No
57         SONO at Marshall & North                     Yes              Yes            No             No                32,938.00
           Main Streets
58         Plaza Del Mar                                Yes              No             Yes            No                68,414.00
59         316 Courtland Avenue                         Yes              No             Yes            Yes                4,937.50
60         San Pedro Medical Center                     Yes              No             Yes            No                36,293.75
61         Decatur Twain Shopping Center                Yes              No             No             No
62         Halekuai Center                              Yes              No             Yes            No
63         Tamarack Apartments                          Yes              No                            No
64         Harcourt Club                                Yes              No             No             No                25,625.00
65         Ocoee Town Square                            Yes              No             No             No
66         Recker Brown Center                          Yes              No             Yes            Yes                2,187.50
67         Normandy Plaza                               Yes              No             No             No
68         Northridge Service Center - NSC 17           No               No             Yes            No
69         Olympia Plaza                                Yes              No             No             No                90,875.00
70         Safeway Village at Rockrimmon                Yes              No             No             No                16,950.00
71         Corbin Office Center                         Yes              No                            No               137,500.00
72         Park Forest Apartments                       No               No             No             No
73         Corners Apartments                           Yes              No             Yes            No                 3,081.00
74         Fiesta Mart - Dallas                         Yes              No             Yes            No
75         HunterLab II                                 Yes              No             No             No               111,250.00
76         Walgreens - New Brunswick                    Yes              No             Yes            No                50,000.00
77         Center Medical Building                      Yes              No                            No
78         Walgreens - Chamblee                         Yes              No             Yes            No                11,812.50
79         12800-12830 Seal Beach Boulevard             Yes              No             Yes            No
80         Ontario Marketplace                          Yes              No             No             Yes
81         24 Hour Fitness - Henderson, NV              Yes              No             Yes            No                12,303.75
82         Best Western Coral Inn & Suites              Yes              No             No             No
83         Mega Play Plaza                              Yes              No             No             No
84         Meridian Marketplace                         Yes              No             No             No
85         1401 Walnut                                  Yes              No             Yes            No
86         Trader Joes                                  No               No             Yes            No                13,844.00
87         Linden Professional Tower                    Yes              No             No             No               131,875.00
88         Bell Street Center                           Yes              No             No             No
89         CVS - Homosassa                              Yes              No                            No
90         Lyons Village Center                         Yes              No                            No                67,275.00
91         Wakarusa Market Place                        Yes              No             No             No
92         Bridgeworks Industrial Center                Yes              No                            No                 8,625.00
93         Holiday Inn Express - Bishop                 Yes              No             Yes            No
94         Auburn Business Center                       Yes              No                            No                   500.00
95         Bell Plaza                                   No               No             No             No                60,831.00
96         Lackland Self-Storage                        Yes              No             No             No
97         Fairfield Inn by Marriott -                  Yes              No             No             No
           Savannah Airport
98         Leawood Square                               Yes              No             No             No                13,594.00
99         Desert Colony Town Homes                     Yes              No                            No                36,813.00
100        Rosehill Center                              Yes              No             No             No
101        Wal-Mart Las Cruces                          Yes              No             Yes            No
102        Jennings Road Self Storage                   Yes              No             No             No
103        Madison Meadows Apartments                   No               No             No             No
104        24 Hour Fitness - Monrovia, CA               Yes              No             Yes            No                88,705.00
105        9821 South Eastern Avenue                    Yes              No             No             No
106        Lions Gate Marketplace South                 Yes              No             No             No
107        Walgreens Houston                            Yes              No             Yes            No
108        Executive Hills Shops                        Yes              No             No             No                60,562.50
109        Yorba Canyon Center - Office                 Yes              No             No             No                12,500.00
110        Main Street Station                          Yes              No             No             No
111        Roe 89 Center                                Yes              No             No             No

<CAPTION>

                                                          Upfront          Upfront          Upfront          Upfront         Upfront
                                                            CapEx           Envir.            TI/LC           RE Tax       Insurance
Loan #     Property Name                                 Reserves          Reserve          Reserve          Reserve         Reserve
<S>        <C>                                           <C>               <C>              <C>         <C>               <C>
1          The Westchester
2          711 Third Avenue                                                                             3,212,062.01      266,348.08
3          Queen Ka'ahumanu Center
4          ACP Woodland Park I                                                                            373,759.78       52,904.58
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I                              412,991.00                        388,607.61       26,304.83
5.01       U-Haul Center Nanuet
5.02       U-Haul Mission Ave
5.03       U-Haul Center Fairbanks
5.04       U-Haul Ctr El Cajon
5.05       U-Haul Ctr Lakewood
5.06       U-Haul Rolling Acres
5.07       U-Haul West Maple
5.08       U-Haul Center Midlothian
5.09       U-Haul Ctr Blaine
5.10       U-Haul Center Bragg Blvd
5.11       U-Haul Ct Hillsboro
5.12       U-Haul Park Forest
5.13       U-Haul Ct Good Hope
5.14       U-Haul Waterford
5.15       U-Haul Ctr Ridge Rd
5.16       U-Haul Center Of Elizabeth
5.17       U-Haul Stevenson Drive
5.18       U-Haul Center Watertown
5.19       U-Haul Ctr Main St
5.20       U-Haul Schererville
5.21       U-Haul Noland I-70
5.22       U-Haul Berrien
5.23       U-Haul Center Of 64 East
5.24       U-Haul Little Creek
5.25       U-Haul Center Waukegan
5.26       U-Haul University
5.27       U-Haul Ct Genesee
5.28       U-Haul Academy Blvd
5.29       U-Haul Ctr Tustin
5.30       U-Haul Ct Main St
5.31       U-Haul Circle City
5.32       U-Haul Ctr Troy
5.33       U-Haul Keystone Pla
5.34       U-Haul Greenfield
5.35       U-Haul Frenchtown
5.36       U-Haul Transit Road
5.37       U-Haul Mayfield Rd
5.38       U-Haul Eastview
5.39       U-Haul Niagara Fall
5.40       U-Haul Ctr Cache Rd
5.41       U-Haul Ctr Midway
5.42       U-Haul Shadeland Av
5.43       U-Haul Ctr Columbia
5.44       U-Haul Ctr of Rome
5.45       U-Haul Ctr Baseline
5.46       U-Haul Ct Of Auburn
5.47       U-Haul Center N Freeway
5.48       U-Haul Ct Queen Cty
5.49       U-Haul Ctr Anmoore
5.50       U-Haul Center Janesville
5.51       U-Haul Ctr Fairview
5.52       U-Haul Center La Crosse
5.53       U-Haul Ct Roswell
5.54       U-Haul Crossroads
6          HSA Industrial Portfolio I                                                    940,000.00
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                                                                      23,025.54
8          Prium Office Portfolio II                                                     250,000.00
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs
           Country Club Apartments
10         Webster Place Shopping Center                                                                   74,469.54       24,488.00
11         Tharaldson Portfolio IIB                    188,000.07                                         330,300.26
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments
13         Murrieta Town Center
14         West Valley Medical                                                                             94,467.95
15         Forest Lake Estates                                                                             49,578.53       22,046.06
16         Tharaldson Portfolio IIA                    128,089.18                                         193,739.98
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                                                                  34,349.71       29,787.98
18         Missouri Falls                                                   938.00                         19,188.16        4,169.03
19         Willow Creek Retail Center                                                                     207,083.33
20         Barron's Gate at Woodbridge
21         Holy Cross Medical Center                                                                       35,769.00       25,041.71
22         North Hills Shopping Center                                                   100,000.00                        14,623.35
23         Hilton Garden Inn - Fairfax                                                                     47,704.28
24         8501 West Higgins                                                              62,481.04        54,583.33
25         Hilton Tampa Bay/North Redington            250,000.00
           Beach Resort
26         Maricopa Fiesta Shopping Center                                               100,000.00        14,501.75        1,316.79
27         First National Bank of Arizona
           Headquarters
28         Dulles Creek                                                                  200,000.00        59,222.33        5,790.25
29         Tuscany at McCormick Ranch                                                                       7,932.00       10,202.00
30         Home Depot                                                                                       4,861.00
31         River Drive Center 3
32         844 Front Street                                                                                 7,835.59
33         Briarcliff III Office Building
34         Park N Go                                                                                      124,536.58       18,770.95
35         Northridge Service Center - NSC 10
36         Diamond Bar Village Center                   26,886.00
37         The Village at Schneithorst's                                                                   29,309.08
38         West Ridge Corporate Campus
39         Van Buren Plaza                                              245,674.50                         18,395.16
40         Serendipity                                                                                     11,753.38
41         Fiesta Mart - Austin
42         Big Curve Shopping Center                    12,500.00                        200,000.00        17,654.46        3,026.45
43         Occidental Business Center                                                                      42,612.00        6,012.30
44         Holiday Inn Express - Hauppauge                                                                138,805.76       16,251.79
45         Oceanside Retail Center                      29,280.00                         25,000.00
46         Courtyards Apartments                       250,000.00
47         Yorba Canyon Center - Retail                 47,700.00                                          22,082.37        2,590.30
48         Hilton Garden Inn - Boca Raton                                                                  91,636.13
49         Aurora Square                               184,235.00                                          20,082.25        7,158.90
50         Carmax Louisville Kentucky                    8,628.00
51         Hilton Garden Inn - Miramar                                                                    143,325.00
52         Arcadia Del Sol                                                                                 21,031.66       17,375.00
53         Staybridge Suites - Bloomington
54         Casa Grande Center                                                                              12,437.00
55         Boulder Palms Apartments                                                                        11,670.00       12,712.00
56         Dave and Buster's
57         SONO at Marshall & North                                         500.00
           Main Streets
58         Plaza Del Mar                                                                                   12,072.20       13,393.00
59         316 Courtland Avenue                                                                            47,705.00       24,148.00
60         San Pedro Medical Center                     81,968.75                                          19,945.47        4,470.64
61         Decatur Twain Shopping Center                69,025.00                        237,000.00                         3,995.51
62         Halekuai Center                                                                                 19,552.88        5,056.10
63         Tamarack Apartments
64         Harcourt Club                                                                                   15,760.91        3,008.43
65         Ocoee Town Square                            50,000.00                                          10,007.69       18,503.65
66         Recker Brown Center                                                                              3,844.00
67         Normandy Plaza
68         Northridge Service Center - NSC 17
69         Olympia Plaza                                30,000.00       100,000.00        75,000.00                         4,971.75
70         Safeway Village at Rockrimmon               161,660.00                                                           1,736.26
71         Corbin Office Center                                                                            30,800.00
72         Park Forest Apartments                                           750.00
73         Corners Apartments                            5,062.50                                          43,377.00       16,272.00
74         Fiesta Mart - Dallas
75         HunterLab II
76         Walgreens - New Brunswick                                                                       95,781.28
77         Center Medical Building                                                                         29,718.72        5,001.16
78         Walgreens - Chamblee
79         12800-12830 Seal Beach Boulevard                                                                 6,594.12        5,037.90
80         Ontario Marketplace                                                                              9,238.72
81         24 Hour Fitness - Henderson, NV
82         Best Western Coral Inn & Suites                                                                                 16,606.00
83         Mega Play Plaza                                                                80,000.00        18,721.60
84         Meridian Marketplace                                                                            17,959.88       12,031.25
85         1401 Walnut                                                                                     30,080.96       26,503.75
86         Trader Joes
87         Linden Professional Tower
88         Bell Street Center                                                            150,000.00        23,807.00        6,751.50
89         CVS - Homosassa
90         Lyons Village Center                                                                            17,962.00        4,490.00
91         Wakarusa Market Place
92         Bridgeworks Industrial Center                                                                   31,100.67       25,124.40
93         Holiday Inn Express - Bishop                                                                    13,537.11        8,603.16
94         Auburn Business Center                                                                           4,534.72        2,337.31
95         Bell Plaza
96         Lackland Self-Storage
97         Fairfield Inn by Marriott -                 205,000.00                                                           8,982.64
           Savannah Airport
98         Leawood Square
99         Desert Colony Town Homes                                                                        10,171.00        3,130.00
100        Rosehill Center
101        Wal-Mart Las Cruces
102        Jennings Road Self Storage                                                                      19,269.10        4,844.74
103        Madison Meadows Apartments
104        24 Hour Fitness - Monrovia, CA
105        9821 South Eastern Avenue                                                                        2,555.06        4,812.41
106        Lions Gate Marketplace South                                                   90,450.00
107        Walgreens Houston
108        Executive Hills Shops
109        Yorba Canyon Center - Office                 12,300.00                                           8,576.80          518.05
110        Main Street Station
111        Roe 89 Center

<CAPTION>

                                                             Upfront
                                                               Other
Loan #     Property Name                                     Reserve         Upfront Other Description
<S>        <C>                                          <C>                  <C>
1          The Westchester
2          711 Third Avenue                             5,006,453.42         Ground Rent Escrow (130,166.67); Newport News Deferral
                                                                             Reserve (175,000.00); SLF Leasehold Mortgage Debt
                                                                             Service Reserve (293,317.67); Prime Lease Purchase
                                                                             Option Reserve (4,407,969.08)
3          Queen Ka'ahumanu Center
4          ACP Woodland Park I
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I
5.01       U-Haul Center Nanuet
5.02       U-Haul Mission Ave
5.03       U-Haul Center Fairbanks
5.04       U-Haul Ctr El Cajon
5.05       U-Haul Ctr Lakewood
5.06       U-Haul Rolling Acres
5.07       U-Haul West Maple
5.08       U-Haul Center Midlothian
5.09       U-Haul Ctr Blaine
5.10       U-Haul Center Bragg Blvd
5.11       U-Haul Ct Hillsboro
5.12       U-Haul Park Forest
5.13       U-Haul Ct Good Hope
5.14       U-Haul Waterford
5.15       U-Haul Ctr Ridge Rd
5.16       U-Haul Center Of Elizabeth
5.17       U-Haul Stevenson Drive
5.18       U-Haul Center Watertown
5.19       U-Haul Ctr Main St
5.20       U-Haul Schererville
5.21       U-Haul Noland I-70
5.22       U-Haul Berrien
5.23       U-Haul Center Of 64 East
5.24       U-Haul Little Creek
5.25       U-Haul Center Waukegan
5.26       U-Haul University
5.27       U-Haul Ct Genesee
5.28       U-Haul Academy Blvd
5.29       U-Haul Ctr Tustin
5.30       U-Haul Ct Main St
5.31       U-Haul Circle City
5.32       U-Haul Ctr Troy
5.33       U-Haul Keystone Pla
5.34       U-Haul Greenfield
5.35       U-Haul Frenchtown
5.36       U-Haul Transit Road
5.37       U-Haul Mayfield Rd
5.38       U-Haul Eastview
5.39       U-Haul Niagara Fall
5.40       U-Haul Ctr Cache Rd
5.41       U-Haul Ctr Midway
5.42       U-Haul Shadeland Av
5.43       U-Haul Ctr Columbia
5.44       U-Haul Ctr of Rome
5.45       U-Haul Ctr Baseline
5.46       U-Haul Ct Of Auburn
5.47       U-Haul Center N Freeway
5.48       U-Haul Ct Queen Cty
5.49       U-Haul Ctr Anmoore
5.50       U-Haul Center Janesville
5.51       U-Haul Ctr Fairview
5.52       U-Haul Center La Crosse
5.53       U-Haul Ct Roswell
5.54       U-Haul Crossroads
6          HSA Industrial Portfolio I                     218,850.00         Kellogg Rent Abatement
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                     833,438.58         Seasonality Reserve
8          Prium Office Portfolio II
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs
           Country Club Apartments
10         Webster Place Shopping Center
11         Tharaldson Portfolio IIB                        60,364.00         Ground Lease Reserve
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments          1,000,000.00         Operating Income Reserve
13         Murrieta Town Center
14         West Valley Medical
15         Forest Lake Estates                            899,415.05         Debt Service Reserve
16         Tharaldson Portfolio IIA
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                 500,000.00         Room With a Cue Reserve
18         Missouri Falls
19         Willow Creek Retail Center
20         Barron's Gate at Woodbridge
21         Holy Cross Medical Center
22         North Hills Shopping Center                     91,703.00         T-Mobile Reserves ($40,962) and Fatburger Reserves
                                                                             ($50,741)
23         Hilton Garden Inn - Fairfax
24         8501 West Higgins                               10,532.00         Prepaid Rent
25         Hilton Tampa Bay/North Redington               224,000.00         Doubletree PIP reserve
           Beach Resort
26         Maricopa Fiesta Shopping Center                258,000.00         Four Tenant Reserves
27         First National Bank of Arizona
           Headquarters
28         Dulles Creek
29         Tuscany at McCormick Ranch
30         Home Depot
31         River Drive Center 3
32         844 Front Street                                66,500.00         Activities 4 Less Rent Reserve ($51,500.00) and Tenant
                                                                             Estoppel Reserve ($15,000.00)
33         Briarcliff III Office Building
34         Park N Go
35         Northridge Service Center - NSC 10
36         Diamond Bar Village Center
37         The Village at Schneithorst's                    2,500.00         L/C Transfer Fee
38         West Ridge Corporate Campus
39         Van Buren Plaza
40         Serendipity
41         Fiesta Mart - Austin
42         Big Curve Shopping Center                       14,816.00         Rollover Reserve
43         Occidental Business Center
44         Holiday Inn Express - Hauppauge                 71,699.55         Seasonality Reserve
45         Oceanside Retail Center
46         Courtyards Apartments
47         Yorba Canyon Center - Retail
48         Hilton Garden Inn - Boca Raton
49         Aurora Square                                  350,000.00         Rent-A-Center Reserve
50         Carmax Louisville Kentucky
51         Hilton Garden Inn - Miramar                    600,000.00         Performance Reserve
52         Arcadia Del Sol
53         Staybridge Suites - Bloomington
54         Casa Grande Center
55         Boulder Palms Apartments
56         Dave and Buster's                               22,070.00         Ground Lease Reserve
57         SONO at Marshall & North
           Main Streets
58         Plaza Del Mar
59         316 Courtland Avenue
60         San Pedro Medical Center
61         Decatur Twain Shopping Center
62         Halekuai Center                                200,000.00         Tan Hawaii Golf Reserve
63         Tamarack Apartments
64         Harcourt Club
65         Ocoee Town Square
66         Recker Brown Center
67         Normandy Plaza                                  16,250.00         Final Certificates of Occupancy for Potbelly Sandwich
                                                                             Works, Omaha Steaks, Bombay, Verizon Wireless, Charter
                                                                             One Bank, and Caribou Coffee
68         Northridge Service Center - NSC 17
69         Olympia Plaza                                   60,000.00         Country Squire Reserve
70         Safeway Village at Rockrimmon
71         Corbin Office Center
72         Park Forest Apartments
73         Corners Apartments                              10,081.00         Termite Remediation
74         Fiesta Mart - Dallas
75         HunterLab II
76         Walgreens - New Brunswick
77         Center Medical Building
78         Walgreens - Chamblee                            30,298.61         Debt Service Reserve
79         12800-12830 Seal Beach Boulevard
80         Ontario Marketplace
81         24 Hour Fitness - Henderson, NV
82         Best Western Coral Inn & Suites
83         Mega Play Plaza
84         Meridian Marketplace
85         1401 Walnut                                     38,891.40         Debt Service
86         Trader Joes
87         Linden Professional Tower                      468,000.00         Elevator Permit Escrow
88         Bell Street Center
89         CVS - Homosassa
90         Lyons Village Center
91         Wakarusa Market Place
92         Bridgeworks Industrial Center
93         Holiday Inn Express - Bishop                   110,000.00         Seasonality Reserve ($74,300.00) and Bed Replacement
                                                                             Reserve ($35,700.00)
94         Auburn Business Center
95         Bell Plaza
96         Lackland Self-Storage
97         Fairfield Inn by Marriott -
           Savannah Airport
98         Leawood Square
99         Desert Colony Town Homes
100        Rosehill Center
101        Wal-Mart Las Cruces
102        Jennings Road Self Storage                     110,000.00         DSCR Reserve
103        Madison Meadows Apartments
104        24 Hour Fitness - Monrovia, CA
105        9821 South Eastern Avenue
106        Lions Gate Marketplace South
107        Walgreens Houston                               12,056.01         Debt Service
108        Executive Hills Shops
109        Yorba Canyon Center - Office
110        Main Street Station
111        Roe 89 Center

<CAPTION>

                                                              Monthly        Monthly        Monthly          Monthly         Monthly
                                                                Capex         Envir.          TI/LC           RE Tax       Insurance
Loan #     Property Name                                      Reserve        Reserve        Reserve          Reserve         Reserve
<S>        <C>                                              <C>              <C>          <C>            <C>               <C>
1          The Westchester
2          711 Third Avenue                                                                               401,507.75       29,594.23
3          Queen Ka'ahumanu Center
4          ACP Woodland Park I                               3,993.05                     35,138.84        62,293.30       13,258.33
4.01       Plaza Ridge II
4.02       South Pointe II
4.03       South Pointe I
5          U-Haul Self Storage Portfolio I                  13,547.34                                     129,535.87
5.01       U-Haul Center Nanuet
5.02       U-Haul Mission Ave
5.03       U-Haul Center Fairbanks
5.04       U-Haul Ctr El Cajon
5.05       U-Haul Ctr Lakewood
5.06       U-Haul Rolling Acres
5.07       U-Haul West Maple
5.08       U-Haul Center Midlothian
5.09       U-Haul Ctr Blaine
5.10       U-Haul Center Bragg Blvd
5.11       U-Haul Ct Hillsboro
5.12       U-Haul Park Forest
5.13       U-Haul Ct Good Hope
5.14       U-Haul Waterford
5.15       U-Haul Ctr Ridge Rd
5.16       U-Haul Center Of Elizabeth
5.17       U-Haul Stevenson Drive
5.18       U-Haul Center Watertown
5.19       U-Haul Ctr Main St
5.20       U-Haul Schererville
5.21       U-Haul Noland I-70
5.22       U-Haul Berrien
5.23       U-Haul Center Of 64 East
5.24       U-Haul Little Creek
5.25       U-Haul Center Waukegan
5.26       U-Haul University
5.27       U-Haul Ct Genesee
5.28       U-Haul Academy Blvd
5.29       U-Haul Ctr Tustin
5.30       U-Haul Ct Main St
5.31       U-Haul Circle City
5.32       U-Haul Ctr Troy
5.33       U-Haul Keystone Pla
5.34       U-Haul Greenfield
5.35       U-Haul Frenchtown
5.36       U-Haul Transit Road
5.37       U-Haul Mayfield Rd
5.38       U-Haul Eastview
5.39       U-Haul Niagara Fall
5.40       U-Haul Ctr Cache Rd
5.41       U-Haul Ctr Midway
5.42       U-Haul Shadeland Av
5.43       U-Haul Ctr Columbia
5.44       U-Haul Ctr of Rome
5.45       U-Haul Ctr Baseline
5.46       U-Haul Ct Of Auburn
5.47       U-Haul Center N Freeway
5.48       U-Haul Ct Queen Cty
5.49       U-Haul Ctr Anmoore
5.50       U-Haul Center Janesville
5.51       U-Haul Ctr Fairview
5.52       U-Haul Center La Crosse
5.53       U-Haul Ct Roswell
5.54       U-Haul Crossroads
6          HSA Industrial Portfolio I                                                     40,113.58
6.01       EGL Eagle Global Logistics
6.02       Kellogg Sales Company Buildings
6.03       The Gap, Inc. Building
6.04       Eagle USA Airfreight, Inc.
6.05       MBM Foods Building
6.06       Hammacher Schlemmer & Co.
6.07       Sears Logistics Services, Inc.
6.08       Georgesville Commerce Center Building
6.09       Sears Logistics Services, Inc.
7          Norfolk Waterside Marriott                     4% of Gross                                      55,603.13       17,816.14
                                                             Revenues
8          Prium Office Portfolio II                         4,269.42                     14,000.00        31,082.28        4,627.09
8.01       Lacey DSHS
8.02       Lacey Revenue
8.03       Capitol Building
8.04       Attorney General Building
8.05       Wenatchee II
8.06       Moses Lake Building
8.07       Department of Corrections
8.08       Seattle West
8.09       Wenatchee I
8.10       Chehalis Building
8.11       Department of Licensing
9          The Mansions at Canyon Springs                    7,500.00                                      57,434.18       11,566.67
           Country Club Apartments
10         Webster Place Shopping Center                       414.67                                      74,469.54
11         Tharaldson Portfolio IIB                                                                        76,208.97
11.01      Homewood Suites by Hilton - Grapevine
11.02      Residence Inn by Marriott - Houston
11.03      Courtyard by Marriott - Houston
11.04      Hampton Inn - Rancho Cordova
11.05      Niles Fairfield Inn - Warren
11.06      Residence Inn by Marriott - Independence
11.07      Residence Inn by Marriott -
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale
11.09      Fairfield Inn and Suites - Kansas City
11.10      Fairfield Inn by Marriott - Independence
12         The Villas of Sage Creek Apartments               9,375.00                                      52,409.85        9,515.33
13         Murrieta Town Center                              4,176.00                      4,166.67        34,375.00
14         West Valley Medical                               1,294.00                     10,811.00        18,893.59        4,632.60
15         Forest Lake Estates                               4,858.00                                      24,789.27        4,409.21
16         Tharaldson Portfolio IIA                                                                        62,750.78
16.01      Fairfield Inn by Marriott - Roseville
16.02      Homewood Suites by Hilton - Dallas
16.03      Hampton Inn - Shawnee
16.04      Fairfield Inn - Cheyenne
16.05      Springhill Suites by Marriott - Phoenix
16.06      Fairfield Inn and Suites - Naperville
16.07      Hawthorne Suites - Naperville
16.08      TownePlace Suites - Phoenix
16.09      Fairfield Inn - Racine
16.10      Sleep Inn - Missoula
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                    2,043.00                                      17,174.86        4,964.66
18         Missouri Falls                                    3,909.00          78.17      12,766.00        19,188.16        2,084.51
19         Willow Creek Retail Center                        1,389.58                      7,817.00        29,583.33        1,708.26
20         Barron's Gate at Woodbridge                       5,149.00
21         Holy Cross Medical Center                         1,536.00                      9,523.00        11,923.00        2,782.41
22         North Hills Shopping Center                       2,310.50                      4,167.00        13,006.05        4,874.45
23         Hilton Garden Inn - Fairfax                    4% of Gross                     11,926.07
                                                             Revenues
24         8501 West Higgins                                 4,840.42                     15,627.58        54,583.33
25         Hilton Tampa Bay/North Redington                                                                13,126.67       16,350.00
           Beach Resort
26         Maricopa Fiesta Shopping Center                   1,157.00                      4,167.00        20,299.65        1,316.79
27         First National Bank of Arizona                    2,142.00
           Headquarters
28         Dulles Creek                                        729.68                                      14,805.58        2,895.12
29         Tuscany at McCormick Ranch                        1,521.00                                       7,932.00        5,101.00
30         Home Depot                                        1,875.00                      5,000.00         1,620.00        1,255.00
31         River Drive Center 3                              1,433.33                      6,250.00        24,673.65        1,174.78
32         844 Front Street                                    204.00                      3,500.00         3,917.79        3,356.63
33         Briarcliff III Office Building                    1,525.25                      3,750.00        19,115.42        1,771.58
34         Park N Go                                         6,388.00                                      17,790.94        3,754.19
35         Northridge Service Center - NSC 10                2,812.50                      8,333.00        16,273.75        2,182.08
36         Diamond Bar Village Center                                                      4,166.67        16,487.50        3,006.92
37         The Village at Schneithorst's                       482.00                      5,500.00         5,861.82        1,996.40
38         West Ridge Corporate Campus                       4,794.58                     10,000.00        16,751.58        1,504.00
39         Van Buren Plaza                                   2,228.00                      6,500.00         3,065.86        1,568.53
40         Serendipity                                       1,771.00                                       3,917.79        2,994.34
41         Fiesta Mart - Austin
42         Big Curve Shopping Center                         3,160.00                      6,500.00        17,654.46        1,513.23
43         Occidental Business Center                        1,546.00                      9,500.00        14,204.00        2,004.10
44         Holiday Inn Express - Hauppauge                  15,362.00                                      27,761.15        8,125.89
45         Oceanside Retail Center                                                                         12,383.33        1,249.92
46         Courtyards Apartments                             5,666.67                                       9,607.92        3,364.75
47         Yorba Canyon Center - Retail                        468.93                                       7,360.79        1,295.15
48         Hilton Garden Inn - Boca Raton                 4% of Gross                     13,090.88
                                                             Revenues
49         Aurora Square                                       822.00                                      10,041.12        1,193.15
50         Carmax Louisville Kentucky                          719.00
51         Hilton Garden Inn - Miramar                    4% of Gross                     20,475.00
                                                             Revenues
52         Arcadia Del Sol                                   4,333.00                                       7,010.55        4,343.75
53         Staybridge Suites - Bloomington                  10,486.17                                      19,805.91        3,328.50
54         Casa Grande Center                                1,873.00                      4,691.00        12,437.00        1,921.00
55         Boulder Palms Apartments                          3,813.00                                       5,835.00        1,589.00
56         Dave and Buster's
57         SONO at Marshall & North                            650.00                      2,083.33         7,174.52        1,391.58
           Main Streets
58         Plaza Del Mar                                       629.00                      2,266.00        12,072.20        1,420.39
59         316 Courtland Avenue                              1,455.90                      3,979.46         9,541.00        2,081.08
60         San Pedro Medical Center                          1,029.56                                       6,648.49        1,490.21
61         Decatur Twain Shopping Center                       908.00                      4,000.00         3,874.02        1,331.84
62         Halekuai Center                                     322.00                      2,917.00         4,888.22        2,528.05
63         Tamarack Apartments                               5,062.50                                      10,309.58        2,796.17
64         Harcourt Club                                     3,330.00                                       7,880.46        1,504.21
65         Ocoee Town Square                                 1,284.00                      5,783.00        10,007.69        3,700.73
66         Recker Brown Center                                 887.42                      2,218.54         3,844.00        1,099.00
67         Normandy Plaza                                      196.16                      2,083.33        11,166.67          981.67
68         Northridge Service Center - NSC 17                1,313.08                      8,333.33         9,233.25        1,418.17
69         Olympia Plaza                                     2,660.00                      6,385.00        30,622.57        2,485.88
70         Safeway Village at Rockrimmon                       741.00                      2,084.00         5,627.08        1,736.26
71         Corbin Office Center                                820.00                      4,100.00         7,700.00          821.00
72         Park Forest Apartments                            6,825.00                                       7,560.40        4,842.42
73         Corners Apartments                                5,062.50                                      14,459.00        2,712.00
74         Fiesta Mart - Dallas
75         HunterLab II                                      1,141.33                                       7,733.33          997.83
76         Walgreens - New Brunswick
77         Center Medical Building                                                                          7,429.68        1,250.29
78         Walgreens - Chamblee
79         12800-12830 Seal Beach Boulevard                                                                 3,297.06
80         Ontario Marketplace                                 367.00                      2,500.00         3,079.57          908.16
81         24 Hour Fitness - Henderson, NV
82         Best Western Coral Inn & Suites                   5,348.88                                       5,527.51
83         Mega Play Plaza                                     368.00                                       2,763.80        1,598.45
84         Meridian Marketplace                                                                             4,489.97        1,093.75
85         1401 Walnut                                                                                     15,040.48        2,650.38
86         Trader Joes                                         230.92                                       6,111.77          450.33
87         Linden Professional Tower                           653.92                      1,250.00         6,466.67        1,437.65
88         Bell Street Center                                  371.00                                       5,951.75          675.15
89         CVS - Homosassa
90         Lyons Village Center                                477.00                      2,385.00         4,834.00          806.00
91         Wakarusa Market Place                               443.00                      1,250.00         8,450.92          667.25
92         Bridgeworks Industrial Center                     4,400.00                      3,178.42         4,450.00        2,093.70
93         Holiday Inn Express - Bishop                   4% of Gross                      3,384.28
                                                             Revenues
94         Auburn Business Center                              530.00                      2,650.00         2,267.36          776.36
95         Bell Plaza                                          375.42                      1,000.00         6,040.26          576.67
96         Lackland Self-Storage                               960.17                                      11,148.00
97         Fairfield Inn by Marriott -                       5,783.55                                       6,895.83
           Savannah Airport
98         Leawood Square                                    1,087.33                      2,500.00        13,620.98          677.92
99         Desert Colony Town Homes                            750.00                                       2,543.00        1,043.00
100        Rosehill Center                                     700.50                      1,250.00         8,921.34          515.83
101        Wal-Mart Las Cruces
102        Jennings Road Self Storage                          450.00                                       2,752.73        2,422.37
103        Madison Meadows Apartments                        2,500.00                                       5,265.83        2,763.76
104        24 Hour Fitness - Monrovia, CA
105        9821 South Eastern Avenue                           127.00                        533.00           894.27          534.71
106        Lions Gate Marketplace South                        181.25                        833.34         9,451.67          502.00
107        Walgreens Houston                                   124.00
108        Executive Hills Shops                               181.25                        833.34         4,860.64          448.83
109        Yorba Canyon Center - Office                        120.73                                       2,858.93          259.03
110        Main Street Station                                 841.75                      1,250.00         2,558.33          367.92
111        Roe 89 Center                                       349.58                        666.67         1,723.49          172.17

<CAPTION>

                                                            Monthly
                                                              Other                                                 Total
Loan #     Property Name                                    Reserve      Other Month Description                 SF/Units
<S>        <C>                                           <C>             <C>                                    <C>
1          The Westchester                                                                                        831,841
2          711 Third Avenue                              423,484.34      Ground Rent Escrow ($130,166.67)
                                                                         and SLG Leasehold Mortgage Debt
                                                                         Service Reserve ($293,317.67)            550,651
3          Queen Ka'ahumanu Center                                                                                556,511
4          ACP Woodland Park I                                                                                    479,166
4.01       Plaza Ridge II                                                                                         158,888
4.02       South Pointe II                                                                                        159,737
4.03       South Pointe I                                                                                         160,541
5          U-Haul Self Storage Portfolio I                                                                      1,083,787
5.01       U-Haul Center Nanuet                                                                                    27,575
5.02       U-Haul Mission Ave                                                                                      29,100
5.03       U-Haul Center Fairbanks                                                                                 44,020
5.04       U-Haul Ctr El Cajon                                                                                     19,594
5.05       U-Haul Ctr Lakewood                                                                                     23,000
5.06       U-Haul Rolling Acres                                                                                    48,830
5.07       U-Haul West Maple                                                                                       25,336
5.08       U-Haul Center Midlothian                                                                                32,650
5.09       U-Haul Ctr Blaine                                                                                       39,430
5.10       U-Haul Center Bragg Blvd                                                                                27,685
5.11       U-Haul Ct Hillsboro                                                                                     25,860
5.12       U-Haul Park Forest                                                                                      37,200
5.13       U-Haul Ct Good Hope                                                                                     27,800
5.14       U-Haul Waterford                                                                                        28,525
5.15       U-Haul Ctr Ridge Rd                                                                                     23,564
5.16       U-Haul Center Of Elizabeth                                                                              13,850
5.17       U-Haul Stevenson Drive                                                                                  25,690
5.18       U-Haul Center Watertown                                                                                 20,957
5.19       U-Haul Ctr Main St                                                                                      34,930
5.20       U-Haul Schererville                                                                                     30,850
5.21       U-Haul Noland I-70                                                                                      20,979
5.22       U-Haul Berrien                                                                                          19,350
5.23       U-Haul Center Of 64 East                                                                                20,339
5.24       U-Haul Little Creek                                                                                     12,260
5.25       U-Haul Center Waukegan                                                                                  19,104
5.26       U-Haul University                                                                                       13,750
5.27       U-Haul Ct Genesee                                                                                       24,310
5.28       U-Haul Academy Blvd                                                                                     24,275
5.29       U-Haul Ctr Tustin                                                                                        8,764
5.30       U-Haul Ct Main St                                                                                       14,288
5.31       U-Haul Circle City                                                                                      11,355
5.32       U-Haul Ctr Troy                                                                                         13,665
5.33       U-Haul Keystone Pla                                                                                     17,317
5.34       U-Haul Greenfield                                                                                       16,300
5.35       U-Haul Frenchtown                                                                                       19,010
5.36       U-Haul Transit Road                                                                                     17,176
5.37       U-Haul Mayfield Rd                                                                                       7,413
5.38       U-Haul Eastview                                                                                          8,750
5.39       U-Haul Niagara Fall                                                                                     14,030
5.40       U-Haul Ctr Cache Rd                                                                                     24,300
5.41       U-Haul Ctr Midway                                                                                       10,152
5.42       U-Haul Shadeland Av                                                                                     20,136
5.43       U-Haul Ctr Columbia                                                                                     15,500
5.44       U-Haul Ctr of Rome                                                                                      13,648
5.45       U-Haul Ctr Baseline                                                                                      8,378
5.46       U-Haul Ct Of Auburn                                                                                      9,095
5.47       U-Haul Center N Freeway                                                                                 19,258
5.48       U-Haul Ct Queen Cty                                                                                     10,350
5.49       U-Haul Ctr Anmoore                                                                                      13,725
5.50       U-Haul Center Janesville                                                                                10,703
5.51       U-Haul Ctr Fairview                                                                                      5,230
5.52       U-Haul Center La Crosse                                                                                 13,300
5.53       U-Haul Ct Roswell                                                                                       10,331
5.54       U-Haul Crossroads                                                                                       10,800
6          HSA Industrial Portfolio I                                                                           2,270,205
6.01       EGL Eagle Global Logistics                                                                             509,190
6.02       Kellogg Sales Company Buildings                                                                        505,040
6.03       The Gap, Inc. Building                                                                                 325,000
6.04       Eagle USA Airfreight, Inc.                                                                             240,000
6.05       MBM Foods Building                                                                                     237,170
6.06       Hammacher Schlemmer & Co.                                                                              124,880
6.07       Sears Logistics Services, Inc.                                                                         120,000
6.08       Georgesville Commerce Center Building                                                                  112,600
6.09       Sears Logistics Services, Inc.                                                                          96,325
7          Norfolk Waterside Marriott                     83,343.86      Seasonality Reserve                          405
8          Prium Office Portfolio II                                                                              341,558
8.01       Lacey DSHS                                                                                              85,238
8.02       Lacey Revenue                                                                                           66,596
8.03       Capitol Building                                                                                        46,080
8.04       Attorney General Building                                                                               33,269
8.05       Wenatchee II                                                                                            28,383
8.06       Moses Lake Building                                                                                     25,307
8.07       Department of Corrections                                                                               18,104
8.08       Seattle West                                                                                             9,385
8.09       Wenatchee I                                                                                             10,800
8.10       Chehalis Building                                                                                       12,650
8.11       Department of Licensing                                                                                  5,746
9          The Mansions at Canyon Springs                                                                             360
           Country Club Apartments
10         Webster Place Shopping Center                                                                          134,329
11         Tharaldson Portfolio IIB                                                                                   853
11.01      Homewood Suites by Hilton - Grapevine                                                                      105
11.02      Residence Inn by Marriott - Houston                                                                        105
11.03      Courtyard by Marriott - Houston                                                                             90
11.04      Hampton Inn - Rancho Cordova                                                                                87
11.05      Niles Fairfield Inn - Warren                                                                                64
11.06      Residence Inn by Marriott - Independence                                                                    80
11.07      Residence Inn by Marriott -                                                                                 96
           Bloomingdale
11.08      Courtyard by Marriot - Bloomingdale                                                                         93
11.09      Fairfield Inn and Suites - Kansas City                                                                      70
11.10      Fairfield Inn by Marriott - Independence                                                                    63
12         The Villas of Sage Creek Apartments                                                                        450
13         Murrieta Town Center                                                                                   379,510
14         West Valley Medical                                                                                    103,189
15         Forest Lake Estates                                                                                      1,164
16         Tharaldson Portfolio IIA                                                                                   709
16.01      Fairfield Inn by Marriott - Roseville                                                                       81
16.02      Homewood Suites by Hilton - Dallas                                                                          78
16.03      Hampton Inn - Shawnee                                                                                       64
16.04      Fairfield Inn - Cheyenne                                                                                    62
16.05      Springhill Suites by Marriott - Phoenix                                                                     81
16.06      Fairfield Inn and Suites - Naperville                                                                       64
16.07      Hawthorne Suites - Naperville                                                                               63
16.08      TownePlace Suites - Phoenix                                                                                 94
16.09      Fairfield Inn - Racine                                                                                      63
16.10      Sleep Inn - Missoula                                                                                        59
16.11      Leased Fee Interest - Bloomingdale
           Courtyard
16.12      Leased Fee Interest - Bloomingdale
           Residence Inn
16.13      Leased Fee Interest - Kansas City
           Fairfield Inn
17         Penney's Plaza                                                                                         163,467
18         Missouri Falls                                                                                         187,648
19         Willow Creek Retail Center                                                                             166,746
20         Barron's Gate at Woodbridge                                                                                228
21         Holy Cross Medical Center                                                                               73,724
22         North Hills Shopping Center                                                                             95,608
23         Hilton Garden Inn - Fairfax                                                                                149
24         8501 West Higgins                                                                                      165,957
25         Hilton Tampa Bay/North Redington                                                                           125
           Beach Resort
26         Maricopa Fiesta Shopping Center                                                                         92,937
27         First National Bank of Arizona                                                                         128,502
           Headquarters
28         Dulles Creek                                                                                            87,562
29         Tuscany at McCormick Ranch                                                                                  73
30         Home Depot                                                                                             150,000
31         River Drive Center 3                                                                                    93,464
32         844 Front Street                                                                                        12,038
33         Briarcliff III Office Building                                                                          90,513
34         Park N Go                                                                                                1,553
35         Northridge Service Center - NSC 10                                                                      89,971
36         Diamond Bar Village Center                                                                              59,746
37         The Village at Schneithorst's                                                                           38,451
38         West Ridge Corporate Campus                                                                            113,715
39         Van Buren Plaza                                                                                         93,956
40         Serendipity                                                                                                425
41         Fiesta Mart - Austin                                                                                   132,125
42         Big Curve Shopping Center                                                                              126,402
43         Occidental Business Center                                                                              92,749
44         Holiday Inn Express - Hauppauge                23,899.85      Seasonality Reserve                          133
45         Oceanside Retail Center                                                                                 65,065
46         Courtyards Apartments                                                                                      272
47         Yorba Canyon Center - Retail                                                                            37,514
48         Hilton Garden Inn - Boca Raton                                                                             149
49         Aurora Square                                                                                           65,733
50         Carmax Louisville Kentucky                                                                              50,736
51         Hilton Garden Inn - Miramar                                                                                149
52         Arcadia Del Sol                                                                                            260
53         Staybridge Suites - Bloomington                                                                            127
54         Casa Grande Center                                                                                      93,812
55         Boulder Palms Apartments                                                                                   183
56         Dave and Buster's                                                                                       45,000
57         SONO at Marshall & North                                                                                46,282
           Main Streets
58         Plaza Del Mar                                                                                           32,076
59         316 Courtland Avenue                                                                                   116,472
60         San Pedro Medical Center                                                                                61,760
61         Decatur Twain Shopping Center                                                                           49,807
62         Halekuai Center                                                                                         25,753
63         Tamarack Apartments                                                                                        270
64         Harcourt Club                                                                                              148
65         Ocoee Town Square                                                                                      126,168
66         Recker Brown Center                                                                                     53,245
67         Normandy Plaza                                                                                          15,726
68         Northridge Service Center - NSC 17                                                                      78,783
69         Olympia Plaza                                                                                          127,694
70         Safeway Village at Rockrimmon                                                                           44,464
71         Corbin Office Center                                                                                    49,205
72         Park Forest Apartments                                                                                     273
73         Corners Apartments                                                                                         243
74         Fiesta Mart - Dallas                                                                                    64,541
75         HunterLab II                                                                                            67,867
76         Walgreens - New Brunswick                                                                               14,480
77         Center Medical Building                                                                                 56,041
78         Walgreens - Chamblee                                                                                    14,560
79         12800-12830 Seal Beach Boulevard                                                                        19,316
80         Ontario Marketplace                                                                                     30,000
81         24 Hour Fitness - Henderson, NV                                                                         26,000
82         Best Western Coral Inn & Suites                                                                            100
83         Mega Play Plaza                                                                                         29,400
84         Meridian Marketplace                                                                                    41,167
85         1401 Walnut                                                                                             18,491
86         Trader Joes                                                                                             18,472
87         Linden Professional Tower                                                                               39,237
88         Bell Street Center                                                                                      30,980
89         CVS - Homosassa                                                                                         13,813
90         Lyons Village Center                                                                                    28,631
91         Wakarusa Market Place                                                                                   35,442
92         Bridgeworks Industrial Center                                                                          264,000
93         Holiday Inn Express - Bishop                                                                                66
94         Auburn Business Center                                                                                  42,400
95         Bell Plaza                                                                                              27,424
96         Lackland Self-Storage                                                                                      864
97         Fairfield Inn by Marriott -                                                                                 80
           Savannah Airport
98         Leawood Square                                                                                          38,865
99         Desert Colony Town Homes                                                                                    36
100        Rosehill Center                                                                                         30,264
101        Wal-Mart Las Cruces                            30,405.85      Debt Service                             100,774
102        Jennings Road Self Storage                                                                              47,910
103        Madison Meadows Apartments                                                                                 120
104        24 Hour Fitness - Monrovia, CA                                                                          17,000
105        9821 South Eastern Avenue                                                                                8,000
106        Lions Gate Marketplace South                                                                            23,610
107        Walgreens Houston                                                                                       14,820
108        Executive Hills Shops                                                                                   14,501
109        Yorba Canyon Center - Office                                                                             9,658
110        Main Street Station                                                                                     22,902
111        Roe 89 Center                                                                                            9,534

<CAPTION>

                                                            Unit of         Grace        Loan
Loan #          Property Name                               Measure        Period       Group
<S>             <C>                                              <C>           <C>         <C>
1               The Westchester                                  SF             6           1
2               711 Third Avenue                                 SF             0           1
3               Queen Ka'ahumanu Center                          SF             0           1
4               ACP Woodland Park I                              SF             0           1
4.01            Plaza Ridge II                                   SF                         1
4.02            South Pointe II                                  SF                         1
4.03            South Pointe I                                   SF                         1
5               U-Haul Self Storage Portfolio I                  SF             5           1
5.01            U-Haul Center Nanuet                             SF                         1
5.02            U-Haul Mission Ave                               SF                         1
5.03            U-Haul Center Fairbanks                          SF                         1
5.04            U-Haul Ctr El Cajon                              SF                         1
5.05            U-Haul Ctr Lakewood                              SF                         1
5.06            U-Haul Rolling Acres                             SF                         1
5.07            U-Haul West Maple                                SF                         1
5.08            U-Haul Center Midlothian                         SF                         1
5.09            U-Haul Ctr Blaine                                SF                         1
5.10            U-Haul Center Bragg Blvd                         SF                         1
5.11            U-Haul Ct Hillsboro                              SF                         1
5.12            U-Haul Park Forest                               SF                         1
5.13            U-Haul Ct Good Hope                              SF                         1
5.14            U-Haul Waterford                                 SF                         1
5.15            U-Haul Ctr Ridge Rd                              SF                         1
5.16            U-Haul Center Of Elizabeth                       SF                         1
5.17            U-Haul Stevenson Drive                           SF                         1
5.18            U-Haul Center Watertown                          SF                         1
5.19            U-Haul Ctr Main St                               SF                         1
5.20            U-Haul Schererville                              SF                         1
5.21            U-Haul Noland I-70                               SF                         1
5.22            U-Haul Berrien                                   SF                         1
5.23            U-Haul Center Of 64 East                         SF                         1
5.24            U-Haul Little Creek                              SF                         1
5.25            U-Haul Center Waukegan                           SF                         1
5.26            U-Haul University                                SF                         1
5.27            U-Haul Ct Genesee                                SF                         1
5.28            U-Haul Academy Blvd                              SF                         1
5.29            U-Haul Ctr Tustin                                SF                         1
5.30            U-Haul Ct Main St                                SF                         1
5.31            U-Haul Circle City                               SF                         1
5.32            U-Haul Ctr Troy                                  SF                         1
5.33            U-Haul Keystone Pla                              SF                         1
5.34            U-Haul Greenfield                                SF                         1
5.35            U-Haul Frenchtown                                SF                         1
5.36            U-Haul Transit Road                              SF                         1
5.37            U-Haul Mayfield Rd                               SF                         1
5.38            U-Haul Eastview                                  SF                         1
5.39            U-Haul Niagara Fall                              SF                         1
5.40            U-Haul Ctr Cache Rd                              SF                         1
5.41            U-Haul Ctr Midway                                SF                         1
5.42            U-Haul Shadeland Av                              SF                         1
5.43            U-Haul Ctr Columbia                              SF                         1
5.44            U-Haul Ctr of Rome                               SF                         1
5.45            U-Haul Ctr Baseline                              SF                         1
5.46            U-Haul Ct Of Auburn                              SF                         1
5.47            U-Haul Center N Freeway                          SF                         1
5.48            U-Haul Ct Queen Cty                              SF                         1
5.49            U-Haul Ctr Anmoore                               SF                         1
5.50            U-Haul Center Janesville                         SF                         1
5.51            U-Haul Ctr Fairview                              SF                         1
5.52            U-Haul Center La Crosse                          SF                         1
5.53            U-Haul Ct Roswell                                SF                         1
5.54            U-Haul Crossroads                                SF                         1
6               HSA Industrial Portfolio I                       SF             0           1
6.01            EGL Eagle Global Logistics                       SF                         1
6.02            Kellogg Sales Company Buildings                  SF                         1
6.03            The Gap, Inc. Building                           SF                         1
6.04            Eagle USA Airfreight, Inc.                       SF                         1
6.05            MBM Foods Building                               SF                         1
6.06            Hammacher Schlemmer & Co.                        SF                         1
6.07            Sears Logistics Services, Inc.                   SF                         1
6.08            Georgesville Commerce Center Building            SF                         1
6.09            Sears Logistics Services, Inc.                   SF                         1
7               Norfolk Waterside Marriott                    Rooms             7           1
8               Prium Office Portfolio II                        SF             0           1
8.01            Lacey DSHS                                       SF                         1
8.02            Lacey Revenue                                    SF                         1
8.03            Capitol Building                                 SF                         1
8.04            Attorney General Building                        SF                         1
8.05            Wenatchee II                                     SF                         1
8.06            Moses Lake Building                              SF                         1
8.07            Department of Corrections                        SF                         1
8.08            Seattle West                                     SF                         1
8.09            Wenatchee I                                      SF                         1
8.10            Chehalis Building                                SF                         1
8.11            Department of Licensing                          SF                         1
9               The Mansions at Canyon Springs                Units             5           1
                Country Club Apartments
10              Webster Place Shopping Center                    SF             0           1
11              Tharaldson Portfolio IIB                      Rooms             0           1
11.01           Homewood Suites by Hilton - Grapevine         Rooms                         1
11.02           Residence Inn by Marriott - Houston           Rooms                         1
11.03           Courtyard by Marriott - Houston               Rooms                         1
11.04           Hampton Inn - Rancho Cordova                  Rooms                         1
11.05           Niles Fairfield Inn - Warren                  Rooms                         1
11.06           Residence Inn by Marriott - Independence      Rooms                         1
11.07           Residence Inn by Marriott -                   Rooms                         1
                Bloomingdale
11.08           Courtyard by Marriot - Bloomingdale           Rooms                         1
11.09           Fairfield Inn and Suites - Kansas City        Rooms                         1
11.10           Fairfield Inn by Marriott - Independence      Rooms                         1
12              The Villas of Sage Creek Apartments           Units             5           2
13              Murrieta Town Center                             SF             5           1
14              West Valley Medical                              SF             0           1
15              Forest Lake Estates                            Pads             5           2
16              Tharaldson Portfolio IIA                      Rooms             0           1
16.01           Fairfield Inn by Marriott - Roseville         Rooms                         1
16.02           Homewood Suites by Hilton - Dallas            Rooms                         1
16.03           Hampton Inn - Shawnee                         Rooms                         1
16.04           Fairfield Inn - Cheyenne                      Rooms                         1
16.05           Springhill Suites by Marriott - Phoenix       Rooms                         1
16.06           Fairfield Inn and Suites - Naperville         Rooms                         1
16.07           Hawthorne Suites - Naperville                 Rooms                         1
16.08           TownePlace Suites - Phoenix                   Rooms                         1
16.09           Fairfield Inn - Racine                        Rooms                         1
16.10           Sleep Inn - Missoula                          Rooms                         1
16.11           Leased Fee Interest - Bloomingdale                                          1
                Courtyard
16.12           Leased Fee Interest - Bloomingdale                                          1
                Residence Inn
16.13           Leased Fee Interest - Kansas City                                           1
                Fairfield Inn
17              Penney's Plaza                                   SF             5           1
18              Missouri Falls                                   SF             5           1
19              Willow Creek Retail Center                       SF             5           1
20              Barron's Gate at Woodbridge                   Units             5           2
21              Holy Cross Medical Center                        SF             0           1
22              North Hills Shopping Center                      SF             5           1
23              Hilton Garden Inn - Fairfax                   Rooms             5           1
24              8501 West Higgins                                SF             5           1
25              Hilton Tampa Bay/North Redington              Rooms             5           1
                Beach Resort
26              Maricopa Fiesta Shopping Center                  SF             5           1
27              First National Bank of Arizona                   SF             0           1
                Headquarters
28              Dulles Creek                                     SF             0           1
29              Tuscany at McCormick Ranch                    Units             0           1
30              Home Depot                                       SF             0           1
31              River Drive Center 3                             SF             5           1
32              844 Front Street                                 SF             0           1
33              Briarcliff III Office Building                   SF             5           1
34              Park N Go                                     Units             5           1
35              Northridge Service Center - NSC 10               SF             5           1
36              Diamond Bar Village Center                       SF             5           1
37              The Village at Schneithorst's                    SF             5           1
38              West Ridge Corporate Campus                      SF             5           1
39              Van Buren Plaza                                  SF             5           1
40              Serendipity                                    Pads             5           1
41              Fiesta Mart - Austin                             SF             5           1
42              Big Curve Shopping Center                        SF             5           1
43              Occidental Business Center                       SF             5           1
44              Holiday Inn Express - Hauppauge               Rooms             5           1
45              Oceanside Retail Center                          SF             5           1
46              Courtyards Apartments                         Units             5           2
47              Yorba Canyon Center - Retail                     SF             5           1
48              Hilton Garden Inn - Boca Raton                Rooms             5           1
49              Aurora Square                                    SF             5           1
50              Carmax Louisville Kentucky                       SF             5           1
51              Hilton Garden Inn - Miramar                   Rooms             5           1
52              Arcadia Del Sol                               Units             0           2
53              Staybridge Suites - Bloomington               Rooms             5           1
54              Casa Grande Center                               SF             0           1
55              Boulder Palms Apartments                      Units             0           1
56              Dave and Buster's                                SF             0           1
57              SONO at Marshall & North                         SF             5           1
                Main Streets
58              Plaza Del Mar                                    SF             5           1
59              316 Courtland Avenue                             SF             0           1
60              San Pedro Medical Center                         SF             0           1
61              Decatur Twain Shopping Center                    SF             5           1
62              Halekuai Center                                  SF             5           1
63              Tamarack Apartments                           Units             0           2
64              Harcourt Club                                 Units             5           2
65              Ocoee Town Square                                SF             5           1
66              Recker Brown Center                              SF             0           1
67              Normandy Plaza                                   SF             5           1
68              Northridge Service Center - NSC 17               SF             5           1
69              Olympia Plaza                                    SF             5           1
70              Safeway Village at Rockrimmon                    SF             5           1
71              Corbin Office Center                             SF             0           1
72              Park Forest Apartments                        Units             5           2
73              Corners Apartments                            Units             0           2
74              Fiesta Mart - Dallas                             SF             5           1
75              HunterLab II                                     SF             5           1
76              Walgreens - New Brunswick                        SF             5           1
77              Center Medical Building                          SF             0           1
78              Walgreens - Chamblee                             SF             5           1
79              12800-12830 Seal Beach Boulevard                 SF             5           1
80              Ontario Marketplace                              SF             5           1
81              24 Hour Fitness - Henderson, NV                  SF             0           1
82              Best Western Coral Inn & Suites               Rooms             5           1
83              Mega Play Plaza                                  SF             5           1
84              Meridian Marketplace                             SF             5           1
85              1401 Walnut                                      SF             5           1
86              Trader Joes                                      SF             5           1
87              Linden Professional Tower                        SF             5           1
88              Bell Street Center                               SF             0           1
89              CVS - Homosassa                                  SF             0           1
90              Lyons Village Center                             SF             0           1
91              Wakarusa Market Place                            SF             5           1
92              Bridgeworks Industrial Center                    SF             0           1
93              Holiday Inn Express - Bishop                  Rooms             0           1
94              Auburn Business Center                           SF             0           1
95              Bell Plaza                                       SF             5           1
96              Lackland Self-Storage                         Units             5           1
97              Fairfield Inn by Marriott -                   Rooms             5           1
                Savannah Airport
98              Leawood Square                                   SF             5           1
99              Desert Colony Town Homes                      Units             0           2
100             Rosehill Center                                  SF             5           1
101             Wal-Mart Las Cruces                              SF             5           1
102             Jennings Road Self Storage                       SF             5           1
103             Madison Meadows Apartments                    Units             5           2
104             24 Hour Fitness - Monrovia, CA                   SF             0           1
105             9821 South Eastern Avenue                        SF             5           1
106             Lions Gate Marketplace South                     SF             5           1
107             Walgreens Houston                                SF             5           1
108             Executive Hills Shops                            SF             5           1
109             Yorba Canyon Center - Office                     SF             5           1
110             Main Street Station                              SF             5           1
111             Roe 89 Center                                    SF             5           1
</TABLE>


<PAGE>



                                   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

Countrywide Commercial Real Estate Finance, Inc.
4500 Park Granada CH-143
Calabasas, California 91302

PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210

Midland Loan Services, Inc.
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210


Re:          Merrill Lynch Mortgage Trust 2005-MCP1,
             Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
             ---------------------------------------------------------------

Ladies and Gentlemen:


         Wells Fargo Bank, N.A., as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v)
and (vii) , and to the extent provided in the related Mortgage File and
actually known by a Responsible Officer of the Trustee 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), (ix),
(x), and (xii) 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


                                     C-1

<PAGE>

Loan Schedule for such Mortgage Loan with respect to the items specified in
clauses (v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is
correct.


         None of the Trustee, the Master Servicer, the Special Servicer or any
Custodian is under any duty or obligation to inspect, review or examine any of
the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to
be on their face. Capitalized terms used herein and not otherwise defined
shall have the respective meanings assigned to them under the Pooling and
Servicing Agreement.



                                       Respectfully,

                                       WELLS FARGO BANK, N.A.



                                       ______________________________________



                                       Name:_________________________________

                                       Title:________________________________


                                     C-2

<PAGE>


                                  EXHIBIT D-1

                  FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                        [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1,
         Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
         ---------------------------------------------------------------

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
June 1, 2005 (the "Pooling and Servicing Agreement"), by and among Merrill
Lynch Mortgage Investors, Inc., as Depositor, Midland Loan Services, Inc., as
Master Servicer, and as Special Servicer and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof
specified below) held by you with respect to the following described Mortgage
Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

         The Mortgage File should be delivered to the following:


                                  __________________________________________

                                  __________________________________________

                                  __________________________________________

                                  Attn:_____________________________________

                                  Phone:____________________________________


                                    D-1-1

<PAGE>


If only particular documents in the Mortgage File are requested, please
specify which:

Reason for requesting file (or portion thereof):

_____ 1. Mortgage Loan paid in full.

         The Master Servicer hereby certifies that all amounts received in
         connection with the Mortgage Loan that are required to be credited to
         the 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.



                                    MIDLAND LOAN SERVICES, INC.
                                    as Master Servicer

                                    By:________________________________________

                                               Name____________________________

                                               Title:__________________________


                                    D-1-2

<PAGE>

                                  EXHIBIT D-2

                 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                        [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1,
         Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
         ---------------------------------------------------------------

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
June 1, 2005 (the "Pooling and Servicing Agreement"), by and among Merrill
Lynch Mortgage Investors, Inc., as Depositor, Midland Loan Services, Inc., as
Master Servicer and as Special Servicer and you, as Trustee, the undersigned
hereby requests a release of the Mortgage File (or the portion thereof
specified below) held by you with respect to the following described Mortgage
Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

                  The Mortgage File should be delivered to the following:

                                  __________________________________________

                                  __________________________________________

                                  __________________________________________

                                        Attn:_______________________________

                                        Phone:______________________________


                                    D-2-1

<PAGE>


If only particular documents in the Mortgage File are requested, please
specify which:

Reason for requesting file (or portion thereof):

_____ 1. Mortgage Loan is being foreclosed.

_____ 2. Other.  (Describe)

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________


         The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.



                             MIDLAND LOAN SERVICES, INC.
                             as Special Servicer

                             By:________________________________________

                                        Name____________________________

                                        Title:__________________________



                                    D-2-2

<PAGE>

                                  EXHIBIT E-1

                        FORM OF TRANSFEROR CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                               _______________________, 200___


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1, Class _____, [having an
         initial aggregate [Certificate Principal Balance] [Certificate
         Notional Amount] as of June 29, 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 June 1, 2005,
between Merrill Lynch Mortgage Investors, Inc., as Depositor, Midland Loan
Services, Inc., as Master Servicer and as Special Servicer, and Wells Fargo
Bank, N.A., as Trustee. 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 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

                                    E-1-1

<PAGE>

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

<PAGE>

                                 EXHIBIT E-2A

                       FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                               _______________________, 200___


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1, Class _______, [having
         an initial aggregate [Certificate Principal Balance] [Certificate
         Notional Amount] as of June 29, 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 June 1, 2005,
between Merrill Lynch Mortgage Investors, Inc., as Depositor, Midland Loan
Services, Inc., as Master Servicer and as Special Servicer, and Wells Fargo
Bank, N.A., as Trustee. 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.

                  2. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature,


                                    E-2A-1

<PAGE>

         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

<PAGE>


                            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

<PAGE>

                  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

<PAGE>

         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 Certificates
        Yes   No  only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional
buyer" status of such third party has been established by the Transferee
through one or more of the appropriate methods contemplated by Rule 144A.

         7. The 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

<PAGE>


                             _________________________________________________
                             (Transferee)


                             By:______________________________________________

                                        Name:_________________________________

                                        Title:________________________________

                                        Date:_________________________________



                                    E-2A-6

<PAGE>


                            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

<PAGE>

         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 Certificates
        Yes   No  only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional
buyer" status of such third party has been established by the Transferee
through one or more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.

         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


<PAGE>

                                    IF AN ADVISER:


                                    _______________________________________
                                    (Transferee)


                                         Date:  ___________________________


                                    E-2A-9

<PAGE>


                                 EXHIBIT E-2B

                       FORM II OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                               _______________________, 200___


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1

         Re:   Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1, Class _______, [having
         an initial aggregate [Certificate Principal Balance] [Certificate
         Notional Amount] as of June 29, 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 June 1, 2005,
between Merrill Lynch Mortgage Investors, Inc., as Depositor, Midland Loan
Services, Inc., as Master Servicer and as Special Servicer, Wells Fargo Bank,
N.A., as Trustee. 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 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-1

<PAGE>

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 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


                                    E-2B-2

<PAGE>

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

<PAGE>


                            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

<PAGE>



                                 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-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1, Class _______, having an
         initial aggregate [Certificate Principal Balance] [Certificate
         Notional Amount] as of June 29, 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 June 1, 2005, between Merrill Lynch
Mortgage Investors, Inc., as Depositor, Midland Loan Services, Inc., as Master
Servicer and as Special Servicer, and Wells Fargo Bank, N.A., as Trustee. 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
Transferred Certificates may be resold or transferred unless (i) such
Certificates are registered


                                    E-2C-1

<PAGE>

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

<PAGE>


                                    Very truly yours,

                                    ___________________________________________
                                                  (Transferee)

                                    By:________________________________________

                                               Name:___________________________

                                               Title:__________________________


                                    E-2C-3


<PAGE>


                            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


<PAGE>

                  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

<PAGE>

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 purchasing the Transferred Certificates
        Yes   No  only for the Transferee's own account?

    6.   If the answer to the foregoing question is "no", then in each case
where the Transferee is 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


<PAGE>

                               _____________________________________________
                                          (Transferee)


                               By:__________________________________________

                                          Name:_____________________________

                                          Title:____________________________

                                          Date:  ___________________________


                                    E-2C-7

<PAGE>


                            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

<PAGE>

    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 purchasing the Transferred Certificates
        Yes   No  only for the Transferee's own account?


    6.   If the answer to the foregoing question is "no", then in each case
where the Transferee is 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


<PAGE>

                                _______________________________________________
                                (Transferee or Adviser)



                                By:____________________________________________

                                           Name________________________________

                                           Title:______________________________

                                           Date:  _____________________________



                                IF AN ADVISER:

                                Print Name of Transferee

                                _______________________________________________


                                           Date:  _____________________________



                                   E-2C-10

<PAGE>


                                  EXHIBIT F-1


           FORM I OF TRANSFEREE CERTIFICATE REGARDING ERISA MATTERS
                   (DEFINITIVE NON-REGISTERED CERTIFICATES)

                                                    ___________________, 200__


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 (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
June 29, 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 June 1, 2005 (the
"Pooling and Servicing Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as depositor, Midland Loan Services, Inc., as master servicer and as
special servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee").
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

<PAGE>

                  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, 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

<PAGE>



                                  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-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 (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 June 29,
2005 (the "Closing Date") of $ _____ ]. The Certificates were issued pursuant
to a Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Pooling
and Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor, Midland Loan Services, Inc., as master servicer and as special
servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee"). 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


<PAGE>

                  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, 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

<PAGE>

                                  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-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 (the "Certificates"),
         issued pursuant to the Pooling and Servicing Agreement (the "Pooling
         and Servicing Agreement"), dated as of June 1, 2005, between Merrill
         Lynch Mortgage Investors, Inc., as Depositor, Midland Loan Services,
         Inc., as Master Servicer and as Special Servicer, and Wells Fargo
         Bank, N.A., as Trustee
         --------------------------------------------------------------------


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
thereof if all of its activities are subject to tax (except for the Federal
Home Loan Mortgage


                                    G-1-1
<PAGE>

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
<PAGE>

     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
<PAGE>

|_|......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

<PAGE>

         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

<PAGE>


                                  EXHIBIT G-2

                        FORM OF TRANSFEROR CERTIFICATE
                    FOR TRANSFERS OF RESIDUAL CERTIFICATES

                                                                        [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:      Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1


Re:      Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 (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 June 1, 2005 (the "Pooling and Servicing Agreement"),
between Merrill Lynch Mortgage Investors, Inc., as Depositor, Midland Loan
Services, Inc., as Master Servicer and as Special Servicer, and Wells Fargo
Bank, N.A., as Trustee. 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 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


                                    G-2-1

<PAGE>

     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
<PAGE>


                                  EXHIBIT H-1

                       FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                        [Date]


Standard & Poor's Ratings Services,
   a division of the McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007


Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of June 1, 2005 relating to Merrill
Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1 (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 Wells Fargo Bank, N.A., 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

<PAGE>


                                   Very truly yours,
                                   WELLS FARGO BANK, N.A.


                                   By:_______________________________________
                                              Name
                                              Title:



Received and acknowledged:

Standard & Poor's Ratings Services, a           Moody's Investors Service, Inc.
division of the McGraw-Hill Companies Inc.

By: _________________________                   By: _________________________
         Name:                                           Name:
         Title:                                          Title:

Date:________________________                   Date:________________________


                                    H-1-2


<PAGE>


                                  EXHIBIT H-2

              FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                        [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1

Attn:    Merrill Lynch Mortgage Trust 2005-MCP1,
         Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
         ---------------------------------------------------------------


Ladies & Gentlemen:

         Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated
as of June 1, 2005 relating to Merrill Lynch Mortgage Trust 2005-MCP1,
Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1 (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

<PAGE>


                                  EXHIBIT I-1

                       FORM OF INFORMATION REQUEST FROM
                    CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                                 ______________________, 200__


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1

Midland Loan Services, Inc.
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210

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-MCP1
         Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
         ---------------------------------------------------------------


         In accordance with the Pooling and Servicing Agreement dated as of
June 1, 2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), Midland Loan
Services, Inc., as master servicer (the "Master Servicer") and as special
servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with respect
to the Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-MCP1 (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



<PAGE>

         ___      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


<PAGE>

                  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-MCP1, 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


<PAGE>

         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

<PAGE>


                                  SCHEDULE I

                       [DESCRIBE INFORMATION REQUESTED]






                                     I-1-5



<PAGE>

                                  EXHIBIT I-2

             FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                                 ______________________, 200__


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention:    Corporate Trust Services, Merrill Lynch Mortgage Trust 2005-MCP1

Midland Loan Services, Inc.
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210

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-MCP1 Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 (the "Certificates")
         ----------------------------------------------------------------


         In accordance with the Pooling and Servicing Agreement dated as of
June 1, 2005 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), Midland Loan
Services, Inc., as master servicer (the "Master Servicer") and as special
servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with respect
to the Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-MCP1 (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


<PAGE>

         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

<PAGE>

                                    Investors, Inc., Commercial Mortgage
                                    Pass-Through Certificates, Series
                                    2005-MCP1, 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

<PAGE>


                                  SCHEDULE I

                       [DESCRIBE INFORMATION REQUESTED]










                                    I-2-4


<PAGE>


                                   EXHIBIT J


        LIST OF MORTGAGE LOANS WITH SECURED CREDITOR IMPAIRED PROPERTY
                       ENVIRONMENTAL INSURANCE POLICIES


57       SONO at Marshall & North Main
100      Rosehill Center
103      Madison Meadows Apartments
110      Main Street Station
111      Roe 89 Center





                                     J-1

<PAGE>


                                   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:    Midland Loan Services, Inc., in its capacity as Master Servicer (the
         "Master Servicer") under the Pooling and Servicing Agreement dated as
         of June 1, 2005 (the "Pooling and Servicing Agreement"), among
         Merrill Lynch Mortgage Investors, Inc., as depositor, the Master
         Servicer, Midland Loan Services, Inc., as special servicer, and Wells
         Fargo Bank, N.A., as trustee.


Date:    _________, 20___


Re:      Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
         Pass-Through Certificates, Series 2005-MCP1 -- 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


                                     K-1

<PAGE>

                           ____     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
                           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


                                     K-2

<PAGE>

                           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 representations
                           and/or covenants of the Mortgagor and/or securities
                           intermediary substantially as set forth on Exhibit
                           B hereto, (v) provide for

                                     K-3

<PAGE>

                           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.



                                      MIDLAND LOAN SERVICES, INC.
                                      As Master Servicer

                                      By:______________________________________
                                      Name:
                                      Title:



                                     K-4

<PAGE>


                                   EXHIBIT A

                                  EXCEPTIONS



        ______________________________________________________________








                                     K-5
<PAGE>


                                   EXHIBIT B

               REPRESENTATIONS AND/OR COVENANTS OF THE MORTGAGOR
                        AND/OR SECURITIES INTERMEDIARY

         General:

         1. [The defeasance agreements] create a valid and continuing security
interest (as defined in the applicable UCC) in the [Collateral, Securities
Account and Deposit Account] in favor of the [Secured Party], which security
interest is prior to all other [Liens], and is enforceable as such as against
creditors of and purchasers from [Debtor].

            Note that "Collateral" means securities, permitted investments and
            other assets credited to securities accounts.

         2. The [Deposit Account], constitutes a "deposit account" within the
meaning of the applicable UCC.

         3. All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account]
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.

         Creation:

         4. [Debtor] owns and has good and marketable title to the
[Collateral, Securities Account and Deposit Account] free and clear of any
[Lien], claim or encumbrance of any Person.

         5. [Debtor] has received all consents and approvals required by the
terms of the [Collateral] to the transfer to the [Secured Party] of its
interest and rights in the [Collateral] hereunder.

         Perfection:

         6. [Debtor] has caused or will have caused, within ten (10) days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.

         7. [Debtor] has delivered to [Secured Party] a fully executed
agreement pursuant to which the securities intermediary or the account bank
has agreed to comply with all instructions originated by the [Secured Party]
relating to the [Securities Account] or directing disposition of the funds in
the [Deposit Account] without further consent by the [Debtor].

         8. [Debtor] has taken all steps necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person
having a security entitlement against the securities intermediary in the
[Securities Account].


                                     K-6

<PAGE>

         9. [Debtor] has taken all steps necessary to cause [Secured Party] to
become the account holder of the [Deposit Account].

         Priority:

         10. Other than the security interest granted to the [Secured Party]
pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the [Collateral,
Securities Account and Deposit Account]. [Debtor] has not authorized the
filing of and is not aware of any financing statements against [Debtor] that
include a description of collateral covering the [Collateral, Securities
Account and Deposit Account] other than any financing statement relating to
the security interest granted to the [Secured Party] hereunder or that has
been terminated. Debtor is not aware of any judgment or tax lien filings
against [Debtor].

         11. The [Securities Account and Deposit Account] are not in the name
of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or
the account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].



                                     K-7

<PAGE>


                                   EXHIBIT L
                       CLASS XP REFERENCE RATE SCHEDULE

<TABLE>
<CAPTION>
        Month of                  Class XP                  Month of                    Class XP
    Distribution Date        Reference Rate (%)         Distribution Date          Reference Rate (%)
    -----------------        ------------------         -----------------          ------------------
<S>                                <C>                  <C>                            <C>
        July 2005                  5.32651                  July 2009                   5.31292
       August 2005                 5.50496                 August 2009                  5.49083
     September 2005                5.50486               September 2009                 5.49066
      October 2005                 5.32622                October 2009                  5.31926
      November 2005                5.50464                November 2009                 5.49738
      December 2005                5.32600                December 2009                 5.31891
      January 2006                 5.32588                January 2010                  5.31873
      February 2006                5.32578                February 2010                 5.31857
       March 2006                  5.32596                 March 2010                   5.31893
       April 2006                  5.50404                 April 2010                   5.49645
        May 2006                   5.32542                  May 2010                    5.31717
        June 2006                  5.50380                  June 2010                   5.49230
        July 2006                  5.32518                  July 2010                   5.45768
       August 2006                 5.50355                 August 2010                  5.64054
     September 2006                5.50342               September 2010                 5.64048
      October 2006                 5.32480                October 2010                  5.45751
      November 2006                5.50315                November 2010                 5.64036
      December 2006                5.32454                December 2010                 5.45738
      January 2007                 5.32440                January 2011                  5.45732
      February 2007                5.32428                February 2011                 5.45726
       March 2007                  5.32447                 March 2011                   5.45798
       April 2007                  5.50244                 April 2011                   5.64001
        May 2007                   5.32385                  May 2011                    5.45705
        June 2007                  5.50215                  June 2011                   5.63988
        July 2007                  5.32079                  July 2011                   5.45692
       August 2007                 5.49898                 August 2011                  5.63974
      September 2007               5.49884               September 2011                 5.63967
      October 2007                 5.32035                October 2011                  5.45672
      November 2007                5.49853                November 2011                 5.63953
      December 2007                5.32005                December 2011                 5.45658
      January 2008                 5.49822                January 2012                  5.63939
      February 2008                5.31974                February 2012                 5.45644
       March 2008                  5.31974                 March 2012                   5.45665
       April 2008                  5.49772                 April 2012                   5.63916
        May 2008                   5.32133                  May 2012                    5.45676
        June 2008                  5.49350                  June 2012                   5.63957
        July 2008                  5.31452                  July 2012                   5.46450
       August 2008                 5.49249                 August 2012                  5.64757
     September 2008                5.49234               September 2012                 5.64749
      October 2008                 5.31405                October 2012                  5.46427
      November 2008                5.49201                November 2012                 5.64732
      December 2008                5.31372                December 2012                 5.46411
      January 2009                 5.31355                January 2012                  5.46402
      February 2009                5.31339                February 2013                 5.46323
       March 2009                  5.31371                 March 2013                   5.46478
       April 2009                  5.49112                 April 2013                   5.64614
        May 2009                   5.31327                  May 2013                    5.46295
        June 2009                  5.49119                  June 2013                   5.64595
</TABLE>


                                     L-1
<PAGE>


                                  EXHIBIT M-1

                        FORM OF PURCHASE OPTION NOTICE

                                                                        [Date]


[Purchase Option Holder]


Re:      Merrill Lynch Mortgage Trust 2005-MCP1
         Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
         ---------------------------------------------------------------

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 June 1, 2005, by and among Merrill Lynch Mortgage
Investors, Inc., as depositor, Midland Loan Services, Inc., as master servicer
and as special servicer, and Wells Fargo Bank, N.A., as trustee. 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.]

         Please acknowledge receipt of this letter by signing the enclosed
copy and return it to my attention.


                                    M-1-1

<PAGE>

                                    Sincerely,    ______________________________
                                    By:           ______________________________
                                    Name:         ______________________________
                                    Title:        ______________________________



Purchase Option Holder's Acknowledgment
By:           ______________________________
Name:         ______________________________
Title:        ______________________________
Date:         ______________________________



                                    M-1-2
<PAGE>


                                  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 Midland Loan Services, Inc.
("Assignor") and [_______________] ("Assignee") in connection with (i) the
Pooling and Servicing Agreement dated as of June 1, 2005 (the "Agreement"), by
and among Merrill Lynch Mortgage Investors, Inc., as Depositor, Assignor as
Master Servicer and as Special Servicer, and Wells Fargo Bank, N.A., as
Trustee (the "Trustee"), with respect to the Merrill Lynch Mortgage Trust
2005-MCP1, Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1
(the "Series 2005-MCP1 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-MCP1
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 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.


                                    M-2-1

<PAGE>

         IN WITNESS WHEREOF, this Assignment has been executed by the parties
as of the date first set forth above.

         ASSIGNOR:                   MIDLAND LOAN SERVICES, INC.

                                     By:_____________________________________
                                     Name:___________________________________
                                     Title:__________________________________


         ASSIGNEE:                   [ASSIGNEE]

                                     By:_____________________________________
                                     Name:___________________________________
                                     Title:__________________________________


         ASSIGNEE CONTACT INFORMATION:

         Address:______________________
         ______________________________
         ______________________________
         Telephone No.:________________
         Facsimile:____________________



                                    M-2-2

<PAGE>


                                  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 June 1,
2005 (the "Agreement"), by and among Merrill Lynch Mortgage Investors, Inc.,
as Depositor, Midland Loan Services, Inc., as Master Servicer and as Special
Servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee"), with respect
to the Merrill Lynch Mortgage Trust 2005-MCP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-MCP1 (the "Series 2005-MCP1
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-MCP1 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 Midland Loan Services, 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 uses and purposes set forth above and shall
be effective as of the date set forth above. This

<PAGE>

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


<PAGE>


                                   EXHIBIT N

                      FORM OF DISTRIBUTION DATE STATEMENT



                                [See Attached]












                                      N-1


<PAGE>
                                                                     EXHIBIT N

<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>

<TABLE>
<CAPTION>
<S>               <C>                                                                <C>

                                            DISTRIBUTION DATE STATEMENT

                                                 Table of Contents


                   --------------------------------------------------------------------------
                   STATEMENT SECTIONS                                                 PAGE(sj
                   ------------------                                                 -------


                   Certificate Distribution Detail                                        2
                   Certificate Factor Detail                                              3
                   Reconciliation Detail                                                  4
                   Other Required Information                                             5
                   Cash Reconciliation Detail                                             6
                   Ratings Detail                                                         7
                   Current Mortgage Loan and Property Stratification Tables             8-10
                   Mortgage Loan Detail                                                  11
                   Principal Prepayment Detail                                           12
                   Historical Detail                                                     13
                   Delinquency Loan Detail                                               14
                   Specially Serviced Loan Detail                                      1R-1R
                   Modified Loan Loan                                                    17
                   Liquidated Loan Detail                                                18
                   Bond / Collateral Realized Loss Reconciliation                        19
                   --------------------------------------------------------------------------

                Depositor                                    Master Servicer                            Special Servicer

========================================       ==================================           ==================================
Merrill Lynch Mortgage Investors Inc.          Midland Loan Services, Inc.                  Midland Loan Services, Inc.
4 World Financial Center, 16th Floor           10851 Mastin Street, Bldg. 82                10851 Mastin Street, Bldg. 82
250 Vesey Street                               Suite 700                                    Suite 700
New York, NY 10080                             Overland Park, KS 66210                      Overland Park, KS 66210

Contact:      Robert Denicola                  Contact:      Brad Hauger                    Contact:      Brad Hauger
Phone Number: (212) 449-1000                   Phone Number: (913) 253-9000                 Phone Number: (913) 253-9000
========================================       ==================================           ==================================

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others.
Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information received from these third parties
and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy or
completeness of information furnished by third parties.

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                   Page 1 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>
                                  Certificate Distribution Detail

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



                    Pass-Through   Original  Beginning     Principal      Interest     Prepayment
 Class     CUSIP       Rate         Balance   Balance    Distribution   Distribution    Premium
==================================================================================================
<S>                 <C>              <C>       <C>          <C>            <C>          <C>
   A-1              0.000000%        0.00      0.00         0.00           0.00         0.00
   A-2              0.000000%        0.00      0.00         0.00           0.00         0.00
   A-3              0.000000%        0.00      0.00         0.00           0.00         0.00
  A-SB              0.000000%        0.00      0.00         0.00           0.00         0.00
   A-4              0.000000%        0.00      0.00         0.00           0.00         0.00
  A-1A              0.000000%        0.00      0.00         0.00           0.00         0.00
   AJ               0.000000%        0.00      0.00         0.00           0.00         0.00
    B               0.000000%        0.00      0.00         0.00           0.00         0.00
    C               0.000000%        0.00      0.00         0.00           0.00         0.00
    D               0.000000%        0.00      0.00         0.00           0.00         0.00
    E               0.000000%        0.00      0.00         0.00           0.00         0.00
    F               0.000000%        0.00      0.00         0.00           0.00         0.00
    G               0.000000%        0.00      0.00         0.00           0.00         0.00
    H               0.000000%        0.00      0.00         0.00           0.00         0.00
    J               0.000000%        0.00      0.00         0.00           0.00         0.00
    K               0.000000%        0.00      0.00         0.00           0.00         0.00
    L               0.000000%        0.00      0.00         0.00           0.00         0.00
    M               0.000000%        0.00      0.00         0.00           0.00         0.00
    N               0.000000%        0.00      0.00         0.00           0.00         0.00
    P               0.000000%        0.00      0.00         0.00           0.00         0.00
    Q               0.000000%        0.00      0.00         0.00           0.00         0.00
  R-1               0.000000%        0.00      0.00         0.00           0.00         0.00
  R-11              0.000000%        0.00      0.00         0.00           0.00         0.00
    Z               0.000000%        0.00      0.00         0.00           0.00         0.00
==================================================================================================
Totals
==================================================================================================


<CAPTION>
====================================================================
               Realized
                 Loss/
              Additional                                 Current
                 Trust          Total        Ending   Subordination
 Class       Fund Expenses   Distribution   Balance      Level
====================================================================
<S>            <C>             <C>            <C>       <C>
   A-1         0.00            0.00           0.00      0.00%
   A-2         0.00            0.00           0.00      0.00%
   A-3         0.00            0.00           0.00      0.00%
  A-SB         0.00            0.00           0.00      0.00%
   A-4         0.00            0.00           0.00      0.00%
  A-1A         0.00            0.00           0.00      0.00%
   AJ          0.00            0.00           0.00      0.00%
    B          0.00            0.00           0.00      0.00%
    C          0.00            0.00           0.00      0.00%
    D          0.00            0.00           0.00      0.00%
    E          0.00            0.00           0.00      0.00%
    F          0.00            0.00           0.00      0.00%
    G          0.00            0.00           0.00      0.00%
    H          0.00            0.00           0.00      0.00%
    J          0.00            0.00           0.00      0.00%
    K          0.00            0.00           0.00      0.00%
    L          0.00            0.00           0.00      0.00%
    M          0.00            0.00           0.00      0.00%
    N          0.00            0.00           0.00      0.00%
    P          0.00            0.00           0.00      0.00%
    Q          0.00            0.00           0.00      0.00%
  R-1          0.00            0.00           0.00      0.00%
  R-11         0.00            0.00           0.00      0.00%
    Z          0.00            0.00           0.00      0.00%
====================================================================
Totals
====================================================================
</TABLE>

<TABLE>
<CAPTION>
================================================================================================================================
                                       Original    Beginning                                                        Ending
                       Pass-Through    Notional     Notional        Interest       Prepayment        Total         Notional
Class           CUSIP       Rate        Amount       Amount       Distribution       Premium      Distribution      Amount
================================================================================================================================
<S>                     <C>              <C>         <C>             <C>              <C>            <C>              <C>
XP                      0.000000%        0.00        0.00            0.00             0.00           0.00             0.00
XC                      0.000000%        0.00        0.00            0.00             0.00           0.00             0.00
================================================================================================================================
</TABLE>

(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending certificate balance of the
designated class and (ii) the ending certificate balance of all classes which
are not subordinate to the designated class and dividing the result by (A).


Copyright, Wells Fargo Bank, N.A.                                  Page 2 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>
                                                 Certificate Factor Detail


===================================================================================================================
                                                                                     Realized Loss/
                    Beginning       Principal         Interest       Prepayment      Additional Trust       Ending
 Class     CUSIP     Balance       Distribution     Distribution       Premium       Fund Expenses         Balance

===================================================================================================================
<S>                <C>             <C>              <C>             <C>              <C>                 <C>
  A-1              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
  A-2              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
  A-3              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
 A-SB              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
  A-4              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
 A-1A              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
  AJ               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   B               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   C               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   D               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   E               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   F               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   G               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   H               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   J               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   K               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   L               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   M               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   N               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   P               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   Q               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
  R-1              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
 R-11              0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
   Z               0.00000000      0.00000000       0.00000000      0.00000000       0.00000000          0.00000000
===================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
===================================================================================================================
                                     Beginning                                                      Ending
                                      Notional            Interest           Prepayment             Notional
  Class             CUSIP              Amount            Distribution          Premium              Amount
===================================================================================================================
<S>               <C>                 <C>                <C>                 <C>                   <C>
    XP                                0.00000000         0.00000000          0.00000000            0.00000000
    XC                                0.00000000         0.00000000          0.00000000            0.00000000
===================================================================================================================
</TABLE>



Copyright, Wells Fargo Bank, N.A.                                   Page 3 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>

                                                     Reconciliation Detail

                 Advance Summary                                     Master Servicing Fee Summary

<S>                                           <C>     <C>                                                                  <C>
P & I Advances Outstandinq                    0.00     Current Period Accrued Master Servicing Fees                         0.00
Servicinq Advances Outstandinq                0.00     Less Master Servicing Fees on Delinquent Payments                    0.00
                                                       Less Reductions to Master Servicing Fees                             0.00
Reimbursement for Interest on P & I           0.00     Plus Master Servicing Fees for Delinquent Payments Received          0.00
Advances paid from general collections                 Plus Adjustments for Prior Master Servicing Calculation              0.00
                                                       Total Master Servicing Fees Collected                                0.00
Reimbursement for Interest on Servicing       0.00
Advances paid from general collections
</TABLE>


                      Certificate Interest Reconciliation
<TABLE>
<CAPTION>
===================================================================================================================================
                                Net Aggregate                    Distributable
                   Accrued       Prepayment    Distributable      Certificate     Additional                     Remaining Unpaid
                 Certificate      Interest      Certificate         Interest      Trust Fund      Interest         Distributable
     Class         Interest       Shortfall       Interest         Adjustment      Expenses     Distribution   Certificate Interest
====================================================================================================================================
<S>               <C>            <C>            <C>                <C>            <C>              <C>          <C>
       A-1
       A-2
       A-3
      A-SB
       A-4
      A-1A
       AJ
        XP
        XC
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        P
        Q
====================================================================================================================================
     Total
====================================================================================================================================

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                   Page 4 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>
                                                      Other Required Information

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


<S>                                                  <C>            <C>
Available Distribution Amount                        0.00            Appraisal Reduction Amount
                                                                    ======================================================

                                                                        Loan       Appraisal   Cumulative   Most Recent
                                                                       Number      Reduction      ASER       App. Red.
  Aggregate Number of Outstanding Loans                 0                           Amount       Amount         Date
                                                                    ======================================================
  Aggregate Unpaid Principal Balance of Loans        0.00

  Aggregate Stated Principal Balance of Loans        0.00



  Aggregate Amount of Servicing Fee                  0.00

  Aggregate Amount of Special Servicing Fee          0.00

  Aggregate Amount of Trustee Fee                    0.00

  Aggregate Stand-by Fee                             0.00

  Aggregate Trust Fund Expenses                      0.00




  Specially Serviced Loans not Delinquent

       Number of Outstanding Loans                       0
                                                                     ======================================================
       Aggregate Unpaid Principal Balance             0.00              Total
                                                                     ======================================================

</TABLE>

Copyright, Wells Fargo Bank, N.A.                                   Page 5 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>
                                                     Cash Reconciliation Detail

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                              <C>       <C>
Total Funds Collected
    Interest:
        Interest paid or advanced                                          0.00
        Interest reductions due to Non-Recoverability Determinations       0.00
        Interest Adjustments                                               0.00
        Deferred Interest                                                  0.00
        Net Prepayment Interest Shortfall                                  0.00
        Net Prepayment Interest Excess                                     0.00
        Extension Interest                                                 0.00
        Interest Reserve Withdrawal                                        0.00
                                                                           --------------
             Total Interest Collected                                                0.00

    Principal:
        Scheduled Principal                                                0.00
        Unscheduled Principal                                              0.00
            Principal Prepayments                                          0.00
            Collection of Principal after Maturity Date                    0.00
            Recoveries from Liquidation and Insurance Proceeds             0.00
            Excess of Prior Principal Amounts paid                         0.00
            Curtailments                                                   0.00
        Negative Amortization                                              0.00
        Principal Adjustments                                              0.00
                                                                           --------------
             Total Principal Collected                                               0.00

    Other:
        Prepayment Penalties/Yield Maintenance                             0.00
        Repayment Fees                                                     0.00
        Borrower Option Extension Fees                                     0.00
        Equity Payments Received                                           0.00
        Net Swap Counterparty Payments Received                            0.00
             Total Other Collected                                         ---------------
                                                                                     0.00
                                                                           ---------------
Total Funds Collected                                                                0.00
                                                                           ===============


Total Funds Distributed
    Fees:
       Master Servicing Fee                                                0.00
       Trustee Fee                                                         0.00
       Certificate Administration Fee                                      0.00
       Insurer Fee                                                         0.00
       Miscellaneous Fee                                                   0.00
                                                                          ----------------
              Total Fees                                                             0.00

    Additional Trust Fund Expenses:
       Reimbursement for Interest on Advances                              0.00
       ASER Amount                                                         0.00
       Special Servicing Fee                                               0.00
       Rating Agency Expenses                                              0.00
       Attorney Fees & Expenses                                            0.00
       Bankruptcy Expense                                                  0.00
       Taxes Imposed on Trust Fund                                         0.00
       Non-Recoverable Advances                                            0.00
       Other Expenses                                                      0.00
                                                                          ----------------
              Total Additional Trust Fund Expenses                                   0.00

    Interest Reserve Deposit                                                         0.00


    Payments to Certificateholders & Others:
       Interest Distribution                                               0.00
       Principal Distribution                                              0.00
       Prepayment Penalties/Yield Maintenance                              0.00
       Borrower Option Extension Fees                                      0.00
       Equity Payments Paid                                                0.00
       Net Swap Counterparty Payments Paid                                 0.00
                                                                          ----------------
              Total Payments to Certificateholders & Others                          0.00
                                                                          ----------------
Total Funds Distributed                                                              0.00
                                                                          ================

</TABLE>

Copyright, Wells Fargo Bank, N.A.                                   Page 6 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      Ratings Detail


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

    Class      CUSIP           Original Ratings                Current Ratings (1)
                       ---------------------------------------------------------------------

                         Fitch      Moody's      S&P        Fitch     Moody's      S&P
============================================================================================
<S>                     <C>        <C>          <C>         <C>      <C>         <C>
     A-1
     A-2
     A-3
    A-SB
     A-4
    A-1A
     AJ
     XP
     XC
      B
      C
      D
      E
      F
      G
      H
      J
      K
      L
      M
      N
      P
      Q

 NR - Designates that the class was not rated by the above agency at the time of original issuance.
 X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
N/A - Data not available this period.

</TABLE>

1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain
rating information, if any, from such rating agency. The current ratings were
obtained directly from the applicable rating agency within 30 days of the
payment date listed above. The ratings may have changed since they were
obtained. Because the ratings may have changed, you may want to obtain current
ratings directly from the rating agencies.

<TABLE>
<CAPTION>
<S>                                  <C>                                           <C>
Fitch, Inc.                                Moody's Investors Service                      Standard & Poor's Rating Services
One State Street Plaza                     99 Church Street                               55 Water Street
New York, New York 10004                   New York, New York 10007                       New York, New York 10041
(212) 908-0500                             (212) 553-0300                                 (212) 438-2430
</TABLE>


Copyright, Wells Fargo Bank, N.A.                                   Page 7 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


           Current Mortgage Loan and Property Stratification Tables


                              Scheduled Balance
===============================================================================
                                              % of
      Scheduled         # of    Scheduled     Agg.   WAM           Weighted
       Balance         Loans     Balance      Bal.   (2)   WAC   Avg DSCR (1)
===============================================================================











===============================================================================
       Totals
===============================================================================



                                  State (3)
===============================================================================
                                              % of
                        # of     Scheduled    Agg.   WAM           Weighted
       State           Props      Balance     Bal.   (2)   WAC    Avg DSCR(1)
===============================================================================













===============================================================================
      Totals
===============================================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.                                   Page 8 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


           Current Mortgage Loan and Property Stratification Tables


                        Debt service Coverage Ratio (1)
===============================================================================
                                              % of
   Debt Service         # of    Scheduled     Agg.   WAM           Weighted
  Coverage Ratio       Loans     Balance      Bal.   (2)   WAC   Avg DSCR (1)
===============================================================================











===============================================================================
       Totals
===============================================================================



                                   Note Rate
===============================================================================
                                              % of
        Note            # of     Scheduled    Agg.   WAM           Weighted
        Rate           Props      Balance     Bal.   (2)   WAC    Avg DSCR(1)
===============================================================================













===============================================================================
      Totals
===============================================================================




                               Property Type (3)
===============================================================================
                                              % of
   Property             # of    Scheduled     Agg.   WAM           Weighted
    Type               Props     Balance      Bal.   (2)   WAC   Avg DSCR (1)
===============================================================================











===============================================================================
       Totals
===============================================================================



                                   Seasoning
===============================================================================
                                              % of
                        # of     Scheduled    Agg.   WAM           Weighted
   Seasoning           Props      Balance     Bal.   (2)   WAC    Avg DSCR(1)
===============================================================================













===============================================================================
      Totals
===============================================================================

Copyright, Wells Fargo Bank, N.A.                                   Page 9 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>

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

           Current Mortgage Loan and Property Stratification Tables


              Anticipated Remaining Term (ARD and Balloon Loans)

===============================================================================
    Anticipated                               % of
     Remaining         # of     Scheduled     Agg.   WAM          Weighted
     Term (2)         Loans      Balance      Bal.   (2)  WAC   Avg DSCR (1)
===============================================================================






===============================================================================
           Totals
===============================================================================


              Remaining Amortization Term (ARD and Balloon Loans)
===============================================================================
     Remaining                             % of
    Amortization    # of     Scheduled     Agg.   WAM          Weighted
        Term       Loans      Balance      Bal.   (2)  WAC   Avg DSCR (1)
===============================================================================






===============================================================================
           Totals
===============================================================================


                Remaining Stated Term (Fully Amortizing Loans)

===============================================================================
     Remaining                             % of
      Stated        # of     Scheduled     Agg.   WAM          Weighted
       Term        Loans      Balance      Bal.   (2)  WAC   Avg DSCR (1)
===============================================================================






===============================================================================
          Totals
===============================================================================



                            Age of Most Recent N 01
===============================================================================
                                           % of
  Age of Most       # of     Scheduled     Agg.   WAM          Weighted
  Recent NOI       Loans      Balance      Bal.   (2)  WAC   Avg DSCR (1)
===============================================================================







===============================================================================
          Totals
===============================================================================

(1) Debt Service Coverage Ratios are updated periodically as new N0I figures
become available from borrowers on an asset level. In all cases the most
current DSCR provided by the Servicer is used. To the extent that no DSCR is
provided by the Servicer, information from the offering document is used. The
Trustee makes no representations as to the accuracy of the data provided by
the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the Maturity Date.

(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date balance of each
property as disclosed in the offering document.


Copyright, Wells Fargo Bank, N.A.                                  Page 10 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>

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

                                                        Mortgage Loan Detail

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

    Loan              Property                         Interest    Principal   Gross     Anticipated    Maturity     Neg.
   Number    ODCR     Type (1)    City     State       Payment      Payment    Coupon     Repayment       Date      Amort
                                                                                           Data                     (Y/N)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
<S>           <C>      <C>         <C>      <C>         <C>          <C>         <C>      <C>             <C>        <C>













-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
   Totals
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>

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

                                                                        Mortgage Loan Detail

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

                    Loan     Beginning       Ending      Paid   Appraisal    Appraisal     Res.    Mod.
                   Number    Scheduled     Scheduled     Thru   Reduction    Reduction    Strat.   Code
                              Balance       Balance      Date      Date        Amount      (2)     (3)
                -----------------------------------------------------------------------------------------
                -----------------------------------------------------------------------------------------
                <S>            <C>           <C>          <C>     <C>          <C>         <C>      <C>













                -----------------------------------------------------------------------------------------
                -----------------------------------------------------------------------------------------
                   Totals
                -----------------------------------------------------------------------------------------
                -----------------------------------------------------------------------------------------

<CAPTION>


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

            (1) Propertv Type Code                             (2) Resolution Strategy Code
            ----------------------                             ----------------------------

  <S>   <C>                <C>   <C>            <C>  <C>             <C> <C>                    <C>  <C>
  MF -  Multi-Family       OF -  Office         1 -  Modification    6 - DPO                    10 - Deed in Lieu Of
  RT -  Retail             MU -  Mixed Use      2 -  Foreclosure     7 - REO                           Foreclosure
  HC -  Health Care        LO -  Lodging        3 -  Bankruptcy      8 - Resolved               11 - Full Payoff
  IN -  Industrial         SS -  Self Storage   4 -  Extension       9 - Pending Return         12 - Reps and Warranties
  WH -  Warehouse          OT -  Other          5 -  Note Sale            to Master Servicer    13 - Other or TBD
  MH -  Mobile Home Park

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


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

<CAPTION>

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

                              (1) Propertv Type Code                  (3) Modification Code
                              ----------------------                  ---------------------

                    <S>   <C>                <C>   <C>                   <C>  <C>
                    MF -  Multi-Family       OF -  Office                1 -  Maturity Date Extension
                    RT -  Retail             MU -  Mixed Use             2 -  Amortization Change
                    HC -  Health Care        LO -  Lodging               3  - Principal Write-Off
                    IN -  Industrial         SS -  Self Storage          4  - Combination
                    WH -  Warehouse          OT -  Other
                    MH -  Mobile Home Park

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


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

</TABLE>

Copyright, Wells Fargo Bank, N.A.                                  Page 11 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>

<TABLE>
<CAPTION>

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

                                                     Principal Prepayment Detail

-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
  Loan Number   Offering Document                Principal Prepayment Amount                    Prepayment Premium
                                     ----------------------------------------------------------------------------------------------
                 Cross-Reference         Payoff Amount       Curtailment Amount   Percentage Premium     Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                 <C>                  <C>                    <C>















-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                  Page 12 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>

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

                                                    Historical Detail

-------------------------------------------------------------------------------------------------------------------------
                                                  Delinquencies
-------------------------------------------------------------------------------------------------------------------------

Distribution   30-59 Days      60-89 Days    90 Days or More     Foreclosure         REO               Modifications
    Date      #      Balance  #     Balance #        Balance     #     Balance     #       Balance    #        Balance
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>      <C>   <C>     <C>      <C>         <C>   <C>         <C>     <C>        <C>      <C>












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

<CAPTION>

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

                                                       Historical Detail

                         -----------------------------------------------------------------------------
                                        Prepayments             Rate and Maturities
                         -----------------------------------------------------------------------------

                         Distribution    Curtailments           Payoff     Next Weighted Avg.    WAM
                             Date      #         Amount     #       Amount  Coupon     Remit
                         -----------------------------------------------------------------------------
                         -----------------------------------------------------------------------------
                         <S>            <C>       <C>        <C>     <C>     <C>        <C>       <C>












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


                              Note: Foreclosure and REO Totals are excluded from the delinquencies
                              aging categories.

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

</TABLE>

Copyright, Wells Fargo Bank, N.A.                                  Page 13 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>

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

                                                        Delinquency Loan Detail

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

                   Offering         # of      Paid Through       Current         Outstanding      Status of    Resolution
 Loan Number       Document        Months         Date            P & I             P & I         Mortgage     Strategy
               Cross-Reference    Delinq.                        Advances         Advances**      Loan (1)     Code (2)

--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>         <C>                <C>              <C>              <C>          <C>













--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------

<CAPTION>

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

                                                                           Delinquency Loan Detail

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

                   Servicing       Foreclosure      Actual         Outstanding    Bankruptcy     REO
 Loan Number     Transfer Date         Date        Principal        Servicing        Date        Date
                                                    Balance          Advances

----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>             <C>            <C>           <C>













----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
    Totals
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------

<CAPTION>

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

                                               (1) Status of Mortgage Loan
                                               ---------------------------

<S>     <C>                            <C>  <C>                                  <C>  <C>
   A -  Payment Not Received           0 -  Current                              4 -  Assumed Scheduled Payment
         But Still in Grace Period     1 -  One Month Delinquent                       (Performing Matured Balloon)
   B -  Late Payment But Less          2 -  Two Months Delinquent                7 -  Foreclosure
         Than 1 Month Delinquent       3 -  Three or More Months Delinquent      9 -  REO


** Outstanding P & I Advances include the current period advance.
-----------------------------------------------------------------------------------------------------------------------

<CAPTION>

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

                                                               (2) Resolution Strategy Code
                                                               ----------------------------

<S>     <C>                            <C>  <C>                <C>  <C>                    <C>  <C>
   A -  Payment Not Received            1 -  Modification      6 -  DPO                    10 -  Deed In Lieu Of
         But Still in Grace Period      2 -  Foreclosure       7 -  REO                           Foreclosure
   B -  Late Payment But Less           3 -  Bankruptcy        8 -  Resolved               11 -  Full Payoff
         Than 1 Month Delinquent        4 -  Extension         9 -  Pending Return         12 -  Reps and Warranties
                                        5 -  Note Sale               to Master Servicer    13 -  Other or TBD

** Outstanding P & I Advances include
-----------------------------------------------------------------------------------------------------------------------

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                  Page 14 of 19


<PAGE>





<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>


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

                                               Specially Serviced Loan Detail - Part 1

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

    Loan       Offering       Servicing      Resolution     Scheduled     Property                   Interest      Actual
   Number      Document        Transfer      Strategy        Balance      Type (2)       State         Rate       Balance
             Cross-Reference     Date        Code (1)

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>            <C>            <C>           <C>           <C>          <C>         <C>

















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

<CAPTION>

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

                           Loan        Net         DSCR               Note     Maturity      Remaining
                          Number    Operating      Date     DSCR      Date      Date        Amortization
                                      Income                                                   Term

                       -----------------------------------------------------------------------------------
                       -----------------------------------------------------------------------------------
                       <S>            <C>           <C>      <C>       <C>       <C>          <C>

















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

<CAPTION>


                         (1) Resolution Strateqy Code                                         (2) Properly Type Code
                         ----------------------------                                         ----------------------

<C>  <C>              <C>  <C>                      <C>   <C>                      <C>   <C>                   <C>   <C>
1 -  Modification     6 -  DPO                      10 -  Deed in Lieu Of          MF -  Multi-Family          OF -  Office
2 -  Foreclosure      7 -  REO                             Foreclosure             RT -  Retail                MU -  Mixed Use
3 -  Bankruptcy       8 -  Resolved                 11 -  Full Payoff              HC -  Health Care           LO -  Lodging
4 -  Extension        9 -  Pending Return           12 -  Reps and Warranties      IN -  Industrial            SS -  Self Storage
5 -  Note Sale              to Master Servicer      13 -  Other or TBD             WH -  Warehouse             OT -  Other
                                                                                   MH -  Mobile Home Park
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                  Page 15 of 19



<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>



<TABLE>
<CAPTION>


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

                                        Specially Serviced Loan Detail - Part 2

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

       Loan       Offering           Resolution          Site                             Appraisal        Appraisal
      Number      Document            Strategy        Inspection      Phase 1 Date           Date            Value
               Cross-Reference        Code (1)           Date

-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
<S>              <C>                  <C>               <C>             <C>                 <C>             <C>












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

<CAPTION>


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

                                            Specially Serviced Loan Detail - Part 2

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

                                      Loan        Other REO
                                     Number   Property Revenue               Comment


                               -----------------------------------------------------------------
                               -----------------------------------------------------------------
                               <S>              <C>                   <C>












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

</TABLE>

                          (1) Resolution Strategy Code
                           ---------------------------

  1 -  Modification      6 -  DPO                    10 -  Deed in Lieu Of
  2 -  Foreclosure       7 -  REO                           Foreclosure
  3 -  Bankruptcy        8 -  Resolved               11 -  Full Payoff
  4    Extension         9 -  Pending Return         12 -  Reps and Warranties
  5 -  Note Sale               to Master Servicer    13 -  Other or TBD

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

Copyright, Wells Fargo Bank, N.A.                                  Page 16 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>


<TABLE>
<CAPTION>

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

                                                         Modified Loan Detail

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


------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
  Loan          Offering        Pre-Modification
Number          Document            Balance             Modification Date                   Modification Description
             Cross-Reference
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                <C>                      <C>                                 <C>








------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
   Totals
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                  Page 17 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>



<TABLE>
<CAPTION>

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

                                                   Liquidated Loan Detail

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

     Loan   Final Recovery        Offering      Appraisal     Appraisal      Actual         Gross      Gross Proceeds
    Number   Determination        Document         Date         Value       Balance       Proceeds         as a % of
                 Date          Cross-Reference                                                         Actual Balance
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
<S>           <C>                <C>              <C>          <C>           <C>           <C>           <C>














-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
  Current Total
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

<CAPTION>

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

                                                   Liquidated Loan Detail

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

             Loan                       Aggregate         Net         Net Proceeds      Realized      Repurchased
            Number                     Liquidation    Liquidation      as a % of          Loss         by Seller
                                        Expenses *      Proceeds      Actual Balance                     (Y/N)
        ----------------------------------------------------------------------------------------------------------
        ----------------------------------------------------------------------------------------------------------
        <S>                             <C>            <C>              <C>              <C>            <C>














        ----------------------------------------------------------------------------------------------------------
        ----------------------------------------------------------------------------------------------------------
          Current Total
        ----------------------------------------------------------------------------------------------------------
        ----------------------------------------------------------------------------------------------------------
        Cumulative Total
        ----------------------------------------------------------------------------------------------------------
        ----------------------------------------------------------------------------------------------------------

   * Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing,
     trustee, etc.).

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

</TABLE>


Copyright, Wells Fargo Bank, N.A.                                  Page 18 of 19


<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>                                                <C>
                                                                                        ------------------------------------------
[LOGO OMITTED][WELLS FARG0]            Merrill Lynch Mortgage Trust 2005-MCP1           For Additional Information, please contact
Wells Fargo Bank, N.A.              Commercial Mortgage Pass-Through Certificates                CTSLink Customer Service
Corporate Trust Services                          Series 2005-MCP1                                    (301) 815-6600
9062 Old Annapolis Road                                                                   Reports Available on the World Wide Web
Columbia, MD 21045-1951                                                                           @ www.ctslink.com/cmbs
                                                                                        ------------------------------------------
                                                                                               Payment Date:    07/12/2005
                                                                                               Record Date:     06/30/2005
</TABLE>

<TABLE>
<CAPTION>


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

                                          Bond/Collateral Realized Loss Reconciliation

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

                                          Beginning                                                           Amounts
        Distribution                      Balance of                Aggregate       Prior Realized       Covered by Over-
            Date          Prospectus     the Loan at              Realized Loss      Loss Applied      collateralization and
                              Id         Liquidation                on Loans       to Certificates     other Credit Support
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                      <C>              <C>                 <C>













--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
  Current Total
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------


<CAPTION>

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

                                            Bond/Collateral Realized Loss Reconciliation

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


        Distribution     Interest (Shortage)/            Modification                 Additional (Recoveries)/    Current Realized
            Date         Excesses applied to         Adjustments/Appraisal              Expenses applied to       Loss Applied to
                         other Credit Support         Reduction Adjustment                Realized Losses           Certificates
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                                <C>                          <C>













-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
  Current Total
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

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

                             Bond/Collateral Realized Loss Reconciliation

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


                         Distribution     Current Realized         Recoveries of          (Recoveries)/Realized
                             Date         Loss Applied to         Realized Losses            Loss Applied to
                                            Certificates            Paid as Cash          Certificate Interest
                 ------------------------------------------------------------------------------------------------------
                 ------------------------------------------------------------------------------------------------------
                 <S>                       <C>                      <C>                     <C>













                 ------------------------------------------------------------------------------------------------------
                 ------------------------------------------------------------------------------------------------------
                   Current Total
                 ------------------------------------------------------------------------------------------------------
                 ------------------------------------------------------------------------------------------------------
                 Cumulative Total
                 ------------------------------------------------------------------------------------------------------
                 ------------------------------------------------------------------------------------------------------


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

</TABLE>



Copyright, Wells Fargo Bank, N.A.                                  Page 19 of 19





<PAGE>



                                   EXHIBIT O

                     FORM OF SARBANES-OXLEY CERTIFICATION
                               BY THE DEPOSITOR


Re:      Merrill Lynch Mortgage Trust 2005-MCP1 (the "Trust"), Commercial
         Mortgage Pass-Through Certificates, Series 2005-MCP1

         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 June 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

<PAGE>

         In giving the certifications set forth above, I have reasonably
relied on information provided to me by the following unaffiliated parties:
Midland Loan Services, Inc., as Master Servicer and as Special Servicer, and
Wells Fargo Bank, N.A., as Trustee.

Date:    _________________________

Merrill Lynch Mortgage Investors, Inc.

_________________________________
[name of certifying individual]
[title of certifying individual]


                                     0-2

<PAGE>


                                  EXHIBIT P-1

                     FORM OF CERTIFICATION TO BE PROVIDED
                    BY THE MASTER SERVICER TO THE DEPOSITOR


Re:      Merrill Lynch Mortgage Trust 2005-MCP1 (the "Trust"), Commercial
         Mortgage Pass-Through Certificates, Series 2005-MCP1

         I, [identify the certifying individual], a [title] of Midland Loan
Services, Inc. ("Midland"), on behalf of Midland, 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 June 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 Midland
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 Midland Loan Services, Inc.
("[Midland]") 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"), Midland 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 Midland as Master Servicer, based
upon the review required under the Pooling and Servicing Agreement with
respect to Midland as Master Servicer [and a certificate in the form attached
as Exhibit A hereto from [Midland] 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 Midland's certified public accountants all
significant deficiencies known to me relating to the compliance of Midland 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 Midland as Special Servicer with the minimum
servicing standards based on a certificate in the form attached as Exhibit A
hereto from such entity].

                                     P-1-1

<PAGE>


         3. In giving the certification above, I have reasonably relied on
information provided to Midland by the following unaffiliated parties: [names
of sub-servicers].

Date: _________________________


Midland Loan Services, Inc.

By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________


                                    P-1-2

<PAGE>


                           EXHIBIT A TO EXHIBIT P-1

          FORM OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER


Re:      Merrill Lynch Mortgage Trust 2005-MCP1 (the "Trust"), Commercial
         Mortgage Pass-Through Certificates, Series 2005-MCP1 -----

         I, [identify the certifying individual], a[n] [title] of [identify
name of company], on behalf of Midland Loan Services, Inc., as Special
Servicer, certify to [identify the individual signing Exhibit P-1], Midland
Loan Services, 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 Midland
Loan Services, Inc. ("Midland") as special servicer (the "Special Servicer")
under the Pooling and Servicing Agreement dated as of June 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, Midland, 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 Midland, as Special Servicer, to the
Master Servicer and the Trustee thereunder, and that, to the knowledge of
Midland, as Special Servicer, such reports do not contain any material
misstatements or omissions; and

         2. I have disclosed to Midland's certified public accountants and the
Master Servicer's certified public accountants all significant deficiencies
known to me relating to the compliance of Midland 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:    _________________________


Midland Loan Services, Inc.


By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________


                                    P-1-3

<PAGE>



                                  EXHIBIT P-2

                     FORM OF CERTIFICATION TO BE PROVIDED
                        BY THE TRUSTEE TO THE DEPOSITOR


Re:      Merrill Lynch Mortgage Trust 2005-MCP1 (the "Trust"), Commercial
         Mortgage Pass-Through Certificates, Series 2005-MCP1 -----

         I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., 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
June 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:    _________________________



Wells Fargo Bank, N.A.,
as trustee

By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________


                                     P-2-1


<PAGE>


                                  EXHIBIT P-3

                     FORM OF CERTIFICATION TO BE PROVIDED
                   BY THE SPECIAL SERVICER TO THE DEPOSITOR


Re:      Merrill Lynch Mortgage Trust 2005-MCP1 (the "Trust"), Commercial
         Mortgage Pass-Through Certificates, Series 2005-MCP1

         I, [identify the certifying individual], a [title] of Midland Loan
Services, Inc. ("Midland"), on behalf of Midland, as Special 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 June 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 Midland
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 Special Servicer, 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"), Midland has fulfilled its obligations
as Special 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 Midland as Special Servicer, based upon the
review required under the Pooling and Servicing Agreement with respect to
Midland as Special Servicer, such reports do not contain any material
misstatements or omissions.

         2. I have disclosed to Midland's certified public accountants all
significant deficiencies known to me relating to the compliance of Midland 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. In giving the certification above, I have reasonably relied on
information provided to Midland by the following unaffiliated parties: [names
of sub-servicers].

Date: _________________________


Midland Loan Services, Inc.


By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________



                                     P-3-1

<PAGE>



                                   EXHIBIT Q

                                  [Reserved]







                                     Q-1
<PAGE>


                                   EXHIBIT R

        LIST OF SUB-SERVICING AGREEMENTS IN EFFECT ON THE CLOSING DATE



Subservicing Agreement, dated as of June 1, 2005, between Midland Loan
Services, Inc., as master servicer and GMAC Commercial Mortgage Corporation as
subservicer.








                                     R-1
<PAGE>


                                   EXHIBIT S


                     CLASS A-SB PLANNED PRINCIPAL BALANCE


               Month and Year                     Class A-SB Planned
            of Distribution Date                  Principal Balance
         -------------------------            -------------------------
                 June 2005                         $100,000,000.00
                 July 2005                         $100,000,000.00
                August 2005                        $100,000,000.00
               September 2005                      $100,000,000.00
                October 2005                       $100,000,000.00
               November 2005                       $100,000,000.00
               December 2005                       $100,000,000.00
                January 2006                       $100,000,000.00
               February 2006                       $100,000,000.00
                 March 2006                        $100,000,000.00
                 April 2006                        $100,000,000.00
                  May 2006                         $100,000,000.00
                 June 2006                         $100,000,000.00
                 July 2006                         $100,000,000.00
                August 2006                        $100,000,000.00
               September 2006                      $100,000,000.00
                October 2006                       $100,000,000.00
               November 2006                       $100,000,000.00
               December 2006                       $100,000,000.00
                January 2007                       $100,000,000.00
               February 2007                       $100,000,000.00
                 March 2007                        $100,000,000.00
                 April 2007                        $100,000,000.00
                  May 2007                         $100,000,000.00
                 June 2007                         $100,000,000.00
                 July 2007                         $100,000,000.00
                August 2007                        $100,000,000.00
               September 2007                      $100,000,000.00
                October 2007                       $100,000,000.00
               November 2007                       $100,000,000.00
               December 2007                       $100,000,000.00
                January 2008                       $100,000,000.00
               February 2008                       $100,000,000.00
                 March 2008                        $100,000,000.00
                 April 2008                        $100,000,000.00
                  May 2008                         $100,000,000.00
                 June 2008                         $100,000,000.00
                 July 2008                         $100,000,000.00
                August 2008                        $100,000,000.00
               September 2008                      $100,000,000.00
                October 2008                       $100,000,000.00
               November 2008                       $100,000,000.00

                                     S-1

<PAGE>

               Month and Year                     Class A-SB Planned
            of Distribution Date                  Principal Balance
         -------------------------            -------------------------
               December 2008                       $100,000,000.00
                January 2009                       $100,000,000.00
               February 2009                       $100,000,000.00
                 March 2009                        $100,000,000.00
                 April 2009                        $100,000,000.00
                  May 2009                         $100,000,000.00
                 June 2009                         $100,000,000.00
                 July 2009                         $100,000,000.00
                August 2009                        $100,000,000.00
               September 2009                      $100,000,000.00
                October 2009                       $100,000,000.00
               November 2009                       $100,000,000.00
               December 2009                       $100,000,000.00
                January 2010                       $100,000,000.00
               February 2010                       $100,000,000.00
                 March 2010                        $100,000,000.00
                 April 2010                        $100,000,000.00
                  May 2010                         $100,000,000.00
                 June 2010                         $ 99,878,990.75
                 July 2010                         $ 98,087,836.09
                August 2010                        $ 96,454,308.60
               September 2010                      $ 94,812,935.24
                October 2010                       $ 92,998,229.12
               November 2010                       $ 91,340,251.59
               December 2010                       $ 89,509,399.45
                January 2011                       $ 87,834,659.86
               February 2011                       $ 86,151,875.71
                 March 2011                        $ 83,968,687.84
                 April 2011                        $ 82,267,321.10
                  May 2011                         $ 80,394,276.94
                 June 2011                         $ 78,675,735.46
                 July 2011                         $ 76,785,990.44
                August 2011                        $ 75,050,110.88
               September 2011                      $ 73,305,891.95
                October 2011                       $ 71,391,177.96
               November 2011                       $ 69,629,376.75
               December 2011                       $ 67,697,565.60
                January 2012                       $ 65,918,014.88
               February 2012                       $ 64,129,914.20
                 March 2012                        $ 62,011,836.12
                 April 2012                        $ 60,238,457.14
                  May 2012                         $ 59,262,954.84
                 June 2012                         $ 57,488,575.86
                 July 2012                         $ 55,572,451.13
                August 2012                        $ 53,799,803.16
               September 2012                      $ 52,018,617.24
                October 2012                       $ 50,076,992.62
               November 2012                       $ 48,277,871.50


                                     S-2
<PAGE>

               Month and Year                     Class A-SB Planned
            of Distribution Date                  Principal Balance
         -------------------------            -------------------------
               December 2012                       $ 46,318,806.33
                January 2013                       $ 44,501,578.99
               February 2013                       $ 42,675,598.20
                 March 2013                        $ 40,389,599.14
                 April 2013                        $ 34,093,799.45
                  May 2013                         $ 32,089,343.05
                 June 2013                         $ 30,224,991.97
                 July 2013                         $ 28,202,495.82
                August 2013                        $ 26,319,416.43
               September 2013                      $ 24,427,265.18
                October 2013                       $ 22,377,735.56
               November 2013                       $ 20,466,590.89
               December 2013                       $ 18,398,591.67
                January 2014                       $ 16,468,272.44
               February 2014                       $ 14,528,652.93
                 March 2014                        $ 12,139,516.15
                 April 2014                        $ 10,179,029.56
                  May 2014                          $ 8,063,049.17
                 June 2014                          $ 6,082,917.35
                 July 2014                          $ 3,947,833.51
                August 2014                         $ 1,947,869.08
               September 2014                           $ 0.00



                                     S-3
<PAGE>


                                   EXHIBIT T

  LIST OF SERVICED MORTGAGE LOANS REQUIRING OPERATIONS AND MAINTENANCE PLANS



8        Prium Office Portfolio II (with respect to Seattle West, Moses Lake
         Building, Wenatchee I, Wenatchee II and Chehalis Builiding only)

17       Penney's Plaza

24       8501 West Higgins

57       SONO at Marshall & North Main Streets

65       Ocoee Town Square




                                      T-1